Common use of No Conflict; Required Filings and Consents Clause in Contracts

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in any breach or violation of or constitute a default (or an event, which, with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and or performance of the Transaction Agreements this Agreement by the Company do not, and the completion consummation by the Company of the sale of the Purchased Assets Transactions do not and the other transactions contemplated by the Transaction Agreements will not, : (i) subject to obtaining the Company Stockholder Approval, contravene, conflict with or violate any provision of (A) the Company’s amended and restated certificate Company Charter or Company Bylaws or (B) any of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, organizational documents of any Company Subsidiary; (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (idescribed in Section 3.04(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 3.04(b) below have been made and any waiting periods thereunder have terminated or expired, subject to obtaining the Company Stockholder Approval and assuming the accuracy of the representations and warranties contained in Section 4.10, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or violation any loss of any benefit under, or constitute a default under (with or an event, which, with without notice or lapse of time time, or both), would become a default) or result in the loss of a benefit termination or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except other than a Permitted Lien) on upon any of the Purchased Assets pursuant to any Contract to which respective properties, rights or assets of the Company or any of its subsidiaries is a party Company Subsidiary pursuant to any Company Material Contract, Real Property Lease or by which the Company or any of its subsidiaries (Permit, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for (A) any such conflictconsent, violationapprovals and authorizations, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence the failure to obtain which would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect and (B) any such contraventions, conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or cancellation or creations of Liens that would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Mergers (subject to the approval of this Agreement, the Purchased Assets Mergers and the other transactions contemplated hereby by the Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amendedCompany Memorandum, or the equivalent organizational documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 5.05(b), conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of a Lien on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements by the Company Parent and Purchaser Sub do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, not (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedbylaws of Parent or Purchaser Sub, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Parent, Purchaser Sub or any of their or their respective subsidiaries’ assets or properties or (iii) result in any breach or violation of or constitute a default (or an event, which, which with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company Parent, Purchaser Sub or its any of their respective subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets material assets or properties of Parent, Purchaser Sub or any of their respective subsidiaries pursuant to to, any Contract to which the Company Parent or Purchaser Sub, or any of its their subsidiaries is a party or by which the Company Parent or Purchaser Sub or any of their subsidiaries or its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is their respective assets or properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would notnot prevent, individually materially delay or in materially impair the aggregate, reasonably be expected ability of Parent or Purchaser Sub to have a Material Adverse Effectperform its obligations under the Transaction Agreements or complete the transactions contemplated by the Transaction Agreements.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and or performance of this Agreement by Xxxxxx and Merger Sub or the Transaction Agreements consummation by the Company do not, Parent and the completion Merger Sub of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, Transactions will: (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amended, bylaws or the Company’s amended and restated bylaws, as amended, any equivalent organizational or governing documents of Parent or Merger Sub; (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (idescribed in Section 4.03(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 4.03(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Parent or Merger Sub or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or violation any loss of any benefit under, or constitute a default under (with or an event, which, with without notice or lapse of time time, or both), would become a default) or result in the loss of a benefit termination or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except other than a Permitted Lien) on upon any of the Purchased Assets respective properties or assets of Parent or Merger Sub pursuant to to, any Contract to which the Company Parent or any of its subsidiaries Merger Sub is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset of their respective properties or assets is bound) or any material Permit held by Parent or Merger Sub, except, in the case of with respect to clauses (ii) and (iii), for (A) any such conflictconsents and approvals, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence the failure to obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Transactions and (B) any such conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or cancellation or creation of Liens that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the Transactions.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement by Buyer and performance of the Transaction Agreements by the Company do Acquisition Sub does not, and the completion performance of the sale of the Purchased Assets this Agreement by Buyer and the other transactions contemplated by the Transaction Agreements Acquisition Sub will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedby-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 5.3(b) through (v) of subsection (b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver by Buyer has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Buyer or Acquisition Sub pursuant to to, any Contract note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Buyer or any of its subsidiaries Acquisition Sub is a party or by which the Company Buyer or Acquisition Sub or any property or asset of its subsidiaries (with respect to the Purchased Assets) Buyer or by which any Purchased Asset Acquisition Sub is boundbound or affected, exceptother than, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences of the type referred to above which would not, individually not prevent or in materially delay the aggregate, reasonably be expected to have a Material Adverse Effectconsummation of the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and, the consummation of the Offer, and the completion consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements Merger will not, (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or the Company’s amended and restated bylaws, as amendedBylaws, (ii) assuming that all consents, approvals, authorizations authorizations, waiting period expirations or terminations, permits, actions, filings, and Permits notifications contemplated by clauses (i) through (viii) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to United States or foreign federal, state, municipal, international, multinational, supranational or other law, statute, constitution, resolution, ordinance, common law, code, edict, decree, rule, regulation, ruling, treaty, procedure, notice or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the Purchased Assets authority of any Governmental Entity (or under the authority of Nasdaq, The New York Stock Exchange or other stock exchange), in each case that is legally binding upon such Person, as amended unless expressly specified otherwise herein (“Law”), or (iii) (A) result in any breach or violation of or of, constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment amendment, or acceleration of, require notice or consent under, any note, bond, mortgage, indenture, contract, agreement, lease, license, deed of trust, arrangement, commitment, purchase order or result in the creation other instrument, obligation or understanding of any kind or character that is legally binding (each, a Lien (except a Permitted Lien“Contract”) on any of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or its Subsidiaries or any of their respective properties are bound or (B) result in the creation of any Lien on any of the properties or assets of the Company or its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent Lien, or other occurrence which that would notnot have a Material Adverse Effect or prevent or materially delay, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectprevent or materially delay, the ability of the Company to consummate the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The executionAssuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery and performance of this Agreement or the Transaction Agreements Company Option Agreement by the Company do not, and nor the completion consummation of the sale of the Purchased Assets and the Merger or other transactions contemplated hereby or thereby nor compliance by the Transaction Agreements Company with any of the provisions hereof will not, (i) violate, conflict with or violate the Company’s amended and restated certificate of incorporation, as amendedwith, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in a breach of any breach or violation of provision of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become constitute a default) under, or result in the loss of termination or suspension of, or accelerate the performance required by, or result in a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment termination or acceleration of, require notice or consent under, or result in the creation of a any Lien (except a Permitted Lien) on upon any of the Purchased Assets pursuant to properties or assets of the Company or any Contract of its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indenture or deed of trust to which the Company or any of its subsidiaries such Subsidiary is a party or by to which they or any of their respective properties or assets may be subject, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is boundof their respective properties or assets, except, in the case of clauses (iii) (y) and (iii)z) and (ii) above, for any such conflictviolations, violationconflicts, Lienbreaches, breachdefaults, defaultterminations, losssuspensions, rightaccelerations, requirement rights of notice termination or consent acceleration or other occurrence creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company Parties do not, and the completion performance of the sale this Agreement and their obligations hereunder will not (with or without notice or lapse of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will nottime, or both), (i) assuming receipt of the Stockholder Approval, conflict with or violate any provision of (A) the Governing Documents or (B) any equivalent organizational or governing documents of any other Subsidiary of the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.3(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.3(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Acquired Companies or by which any property or asset of the Acquired Companies is bound, or (iii) except as set forth in Schedule 4.3(a)(iii) of the Company Disclosure Letter, require any consent, notice or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or violation any loss of any benefit or increase in any cost or obligation of any of the Acquired Companies under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to any other Person any right of termination, modification, acceleration, vesting or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpayment, cancellationpurchase, adverse amendment first offer or acceleration of, require notice or consent under, sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Acquired Companies pursuant to, any Contract or Permit to which any of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries Acquired Companies is a party or by which (including the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMinority Equity Joint Venture Agreements), except, in the case of as to clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.05 of the Transaction Agreements Company Disclosure Schedule, and assuming (i) compliance with the HSR Act, (ii) the requirements of the Exchange Act and any applicable state securities or “blue sky” laws are met, and (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, is made, none of the execution and delivery of this Agreement by the Company, the performance or consummation by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by this Agreement, or compliance by the Transaction Agreements Company with any of the provisions of this Agreement will not, (iA) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or bylaws of the Company or the Company’s amended and restated bylaws, as amendedcomparable organizational documents of any of its subsidiaries, (iiB) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law law, statute, ordinance, rule, regulation, order, judgment, decree, legislation, injunction, or other binding action or requirement of any Governmental Entity (“Law”) applicable to the Purchased Assets Company or its subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, except for such conflicts or violations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (C) other than the accelerated vesting of the Options and the accelerated vesting and delivery of Shares pursuant to outstanding restricted stock units, result in a breach or violation of, a default under, or the triggering of any material payment or other material obligations pursuant to, any of the Company’s existing Employee Benefit Arrangements (as defined below) or any grant or award made under any of the foregoing, or (iiiD) result in any a violation or breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in any loss of any benefit under, or the creation of a any Lien (except a Permitted Lien) on on, any of the Purchased Assets property or assets of the Company or any of its subsidiaries pursuant to any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundof their respective assets or properties may be bound or affected except for such violations, exceptbreaches, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would defaults that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do Viacom does not, and the completion performance of this Agreement by Viacom and the performance by Parent of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Parent Voting Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or the Company’s amended and restated bylaws, as amendedBy-laws (or similar organization documents) of (A) Viacom or Blockbuster or (B) any of its other subsidiaries, (ii) assuming that all the consents, approvals, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.05(b) through (v) of subsection (b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Viacom or any of its subsidiaries or by which any property or asset of Viacom or any of its subsidiaries is bound or affected or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or other encumbrance on any property or asset of Viacom or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, or, to Viacom's knowledge as of the Purchased Assets pursuant to date of this Agreement, any Contract other, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Viacom or any of its subsidiaries is a party or by which the Company Viacom or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset property or asset of Viacom or any of its subsidiaries is boundbound or affected, except, in the case of clauses (i)(B), (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences of the type referred to above which would not, individually or in the aggregate, reasonably be expected to not have a Viacom Material Adverse EffectEffect or would not prevent or materially delay the consummation of the Merger; provided, however, that for purposes of this Section 4.05(a), the definition of Viacom Material Adverse Effect shall be read so as not to include clause (iii) of the definition thereof.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion consummation by the Company of the sale of Offer, the Purchased Assets and the Merger or any other transactions contemplated by this Agreement, or the Transaction Agreements compliance by the Company or any of its subsidiaries with any of the provisions of this Agreement will not, not (i) conflict with or violate (x) the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or (y) the organizational or governing documents of any of the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedsubsidiaries, (ii) assuming that all the consents, approvals, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 3.5(b) through (v) of subsection (b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) require any consent or approval under, violate, conflict with, result in any breach or violation of of, or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to in others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its subsidiaries pursuant to to, any Contract note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is bound, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice termination, amendment, acceleration, cancellation or consent or other occurrence which Lien that would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement and performance of the Transaction Spin-Off Agreements by the Company do Company, as applicable, does not, and the completion consummation of the sale of Merger, the Purchased Assets Spin-Off and the other transactions contemplated by this Agreement and the Transaction Spin-Off Agreements and compliance with the provisions of this Agreement and the Spin-Off Agreements by the Company, as applicable, will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amendedwith, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in any violation or breach of, or violation of default under, or constitute give rise to a default (or an eventright of, which, with notice or lapse of time or both, would become a default) or result in in, termination, cancellation or acceleration of any obligation or to the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a any Lien (except a other than Permitted LienLiens) on in or upon any of the Purchased Assets pursuant properties or other assets of the Company or any of its subsidiaries under (i) the Company Certificate or Company By-laws (or equivalent organizational documents) of the Company or any of its subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization or waiver has been satisfied, any Law applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, (iii) any Material Contract (as defined below) to which the Company or any of its subsidiaries is a party or any of their respective properties or other assets is subject; (iv) any Company Permit, (v) the Spin-Off Agreements, or (vi) any order, writ, injunction, decree, judgment, ruling, stipulation, or assessment by a Governmental Authority, or any arbitration award, which in each case is applicable by its terms to the Company or any of its subsidiaries (with respect to the Purchased Assets) subsidiaries, or by which any Purchased Asset is boundtheir respective properties or other assets, exceptother than, in the case of clauses (iiiii), (iv) and (iiiv), for any such violation, conflict, violation, Liendefault, breach, defaultright, loss, righttermination, requirement of notice cancellation, acceleration or consent or other occurrence which Lien that has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance by the Company of its obligations under this Agreement or the consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements Transactions will not, : (i) conflict with or violate the Company’s amended and restated certificate Company Charter Documents or the equivalent organizational documents of incorporation, as amended, or any of the Company’s amended and restated bylaws, as amended, Subsidiaries; (ii) assuming that all consents, approvals, authorizations subject to compliance with the requirements set forth in Section 2.5(b) and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredobtaining the Section 350 Vote, conflict with or violate any Law Legal Requirement applicable to the Purchased Assets Company or any of its Subsidiaries or by which its or any of their respective properties is bound; or (iii) except as disclosed in Section 2.5 of the Company Disclosure Letter, result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in materially impair the loss Company’s or any of a benefit its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment renegotiation, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets properties or assets of the Company or its Subsidiaries pursuant to to, any Contract (as defined in Section 8.7(c)) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which its or any Purchased Asset is of their respective properties are bound, except, except in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Liendefaults, breachimpairments, defaultalterations, lossrights, right, requirement of notice losses or consent or other occurrence which would not, Liens that individually or in the aggregate, aggregate would not reasonably be expected to have (x) be material to the Surviving Company and its Subsidiaries taken as a Material Adverse Effectwhole, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements by the Company of this Agreement do not, and the completion performance of this Agreement by the Company, and the consummation by the Company of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby will not, (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Amended and Restated Certificate of Incorporation of the Company’s amended and restated certificate of incorporation, as amendeddated July 1, 2008 (the “Company Certificate”), or the Company’s amended Third Amended and restated bylawsRestated Bylaws of the Company adopted on August 13, as amended2009 (the “Company Bylaws”), or any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (iother actions described in Section 4.4(b) through (v) of subsection (b) below have been obtained, obtained or taken prior to the Effective Time and all filings and notifications described in such clauses of subsection (bSection 4.4(b) below have been made and any waiting periods thereunder have terminated or expiredexpired prior to the Effective Time, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) violate, conflict with, require any consent or approval under, result in any breach or violation of, result in loss of any benefit under, or constitute a default (or an event, which, event which with notice or lapse of time or both, would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) any Liens on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, mortgage, indenture, deed of trust, Lease, Company Permit, contract, agreement or other instrument or obligation (whether written or oral) (each, a “Contract”) to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (their respective properties or assets are bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement by each of Acquiror and performance of the Transaction Agreements by the Company Merger Sub do not, and the completion performance of the sale this Agreement by each of the Purchased Assets Acquiror and the other transactions contemplated by the Transaction Agreements Merger Sub will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Acquiror Organizational Documents or the Company’s amended and restated bylaws, as amendedMerger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and Permits contemplated by clauses (iother actions described in Section 5.05(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (bSection 5.05(b) below have been made (including in connection with the Domestication and any waiting periods thereunder have terminated or expiredthe applicable requirements and required approval of the Cayman Registrar), conflict with or violate any Law applicable to the Purchased Assets Acquiror or Merger Sub or by which any of their properties or assets are bound or affected, or (iii) result in any breach or violation of of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Acquiror or Merger Sub pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Acquiror or any of its subsidiaries Merger Sub is a party or by which the Company Acquiror or Merger Sub or any of its subsidiaries (their properties or assets are bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming satisfaction of all applicable requirements referred to in Section 3.3(b) below, the execution and delivery of this Agreement by the Parent and performance the Purchaser, the compliance by the Parent and the Purchaser with the provisions hereof and the consummation by the Parent and the Purchaser of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, not conflict with or violate any Law statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or ruling applicable to the Purchased Assets Parent or (iii) any of its Subsidiaries or any of their properties, or conflict with, violate or result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any rights of termination, amendment, cancellation or acceleration of, or the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien, security interest, charge or encumbrance on any of the Purchased Assets pursuant to any Contract to which properties or assets of the Company Parent or any of its subsidiaries is a party or by which Subsidiaries pursuant to (i) the Company organizational documents of the Parent or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii)any contract, for any such conflictlease, violationagreement, Liennote, breachbond, defaultmortgage, lossindenture, rightdeed of trust, requirement of notice or consent or other occurrence instrument or obligation, or any license, authorization, permit, certificate or other franchise, other than such conflicts, violations, breaches, defaults, losses, rights of termination, amendment, cancellation or acceleration, liens, security interests, charges or encumbrances as to which would not, requisite waivers have been obtained or which individually or and in the aggregate, reasonably be expected to aggregate would not have a Material Adverse Effectmaterial adverse effect on the ability of the Parent and Purchaser to perform their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements by the Company do not, of this Agreement and the completion Spin-Off Transaction Agreements and, subject to obtaining the Requisite Stockholder Approval, the consummation by the Company of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby and thereby, does not and will not, (i) conflict with or violate (x) the Company’s amended and restated certificate of incorporation, as amended, incorporation or bylaws of the Company’s amended and restated bylaws, as amendedCompany or (y) similar governing instruments of the Retained Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (iSection 3.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 3.5(b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law or any rule or regulation of the New York Stock Exchange applicable to the Purchased Assets Company or the Retained Subsidiaries or by which any of their respective properties or assets are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default), (B) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice of any obligation or consent underloss of any benefit, or (C) result in the creation of a Lien (except a Permitted Lien) any Encumbrance on any of the Purchased Assets pursuant to properties or assets of the Company or the Retained Subsidiaries under any Contract to which the Company or any of its subsidiaries the Retained Subsidiaries is a party or by which the Company or the Retained Subsidiaries or any of its subsidiaries (their respective properties or assets are bound, or, with respect to the Purchased Assets) or by which any Purchased Asset is Spin-Off Transaction Agreements that shall be entered into in connection with the consummation of the Distribution, will be bound, except, in the case of clauses (i)(y), (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent right or other occurrence which that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by CRI, delivery Holdings and performance of the Transaction Agreements by the Company Purchaser do not, and the completion performance of the sale of the Purchased Assets this Agreement by CRI, Holdings and the other transactions contemplated by the Transaction Agreements Purchaser will not, (i) conflict with or violate the Company’s amended and restated certificate Articles of incorporationIncorporation of CRI, as amended, the Certificate of Incorporation of Parent or Purchaser or the Company’s amended and restated bylawsBy-laws of any of CRI, as amendedHoldings or Purchaser, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (iother actions described in Section 5.03(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (bSection 5.03(b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets CRI, Holdings or Purchaser or by which any property or asset of either of them is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or other encumbrance on any property or asset of the Purchased Assets CRI, Holdings or Purchaser pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company CRI, Holdings or any of its subsidiaries Purchaser is a party or by which the Company any property or any asset of its subsidiaries (either of them is bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses clause (ii) and or (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences which would notnot prevent or materially delay consummation of the Offer or Merger, individually or in the aggregateotherwise prevent or materially delay CRI, reasonably be expected to have a Material Adverse EffectHoldings and Purchaser from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 3.05 of the Transaction Agreements Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation by the Company of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements Other Transactions will not, (i) conflict with with, violate or violate result in a breach of the Charter Documents of the Company’s amended and restated certificate of incorporation, as amended, TransMontaigne Partners or the Company’s amended and restated bylaws, as amendedGeneral Partner, (ii) assuming that all consents, approvals, approvals and other authorizations and Permits contemplated by clauses (idescribed in Section 3.05(b) through (v) of subsection (b) below have been obtained, obtained and that all filings and notifications other actions described in such clauses of subsection (bSection 3.05(b) below have been made and any waiting periods thereunder have terminated or expiredtaken, conflict with or violate any Law U.S. federal, state or local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("LAW") applicable to the Purchased Assets Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, event which, with notice or lapse of time or both, would become a default) under, require consent or result in the a loss of a material benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to a material obligation under, give to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Subsidiary pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "CONTRACT") to which the Company or any of its subsidiaries Subsidiary is a party or by which the Company, or a Subsidiary or any property or asset of the Company or any of its subsidiaries (Subsidiary is bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences that, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Merger (subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company By-laws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 5.04(b), conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of a Lien on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.3(a) of the Seller Disclosure Schedules, the execution, delivery and performance by the Seller of this Agreement and the execution, delivery and performance by each of the Transaction Seller and the Companies of each of the Ancillary Agreements by to which the Company do notSeller and the Companies will be a party, and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby and thereby, do not and will not, not (with or without notice or lapse of time or both) (i) conflict with with, violate, breach or violate constitute default under the Company’s amended and restated certificate of incorporationformation, as amended, limited liability company agreement or equivalent organizational documents (“Organizational Documents”) of (x) the Seller or the Company’s amended and restated bylaws, as amended, Companies or (y) any of the Companies’ Subsidiaries; (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate violate, or give any Governmental Authority the right to challenge any of the transactions contemplated hereby under any Law applicable to the Purchased Assets Seller, the Companies or any of the Companies’ Subsidiaries or by which any property or asset of the Seller, the Companies or any of the Companies’ Subsidiaries is bound or affected; or (iii) conflict with, result in any breach or violation of or of, constitute a default (or an event, whichevent that, with notice or lapse of time or both, would become a default) or under, result in acceleration of or create in any party the loss of a benefit right to which the Company accelerate, terminate, cancel or its subsidiaries are entitled with respect to the Purchased Assetsotherwise modify, give rise to or require any right of termination, cancellation, adverse amendment or acceleration consent of, require or the giving of notice or consent underto, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets Person pursuant to to, any Material Contract to which the Company Seller, the Companies or any of the Companies’ Subsidiaries is a party or is bound or to which any of the properties or assets of the Companies or any of the Companies’ Subsidiaries are subject, except for (A) in the case of the foregoing clause (ii), any such conflicts, violations, breaches, defaults or other occurrences that arise as a result of any facts or circumstances relating to the Buyer or any of its subsidiaries is a party or by which the Company or any of its subsidiaries Affiliates and (with respect to the Purchased AssetsB) or by which any Purchased Asset is bound, except, in the case of the foregoing clauses (iii)(y) and or (iii), for any such conflictconflicts, violationbreaches, Lien, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company STFC do not, and the completion performance of this Agreement by STFC and the consummation of the sale of STFC Merger (subject to the Purchased Assets STFC Shareholder Approval and the Governmental Consents) and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with constitute or violate result in a conflict, breach or violation of or default under, the Company’s amended and restated certificate Organizational Documents of incorporation, as amended, STFC or the Company’s amended and restated bylaws, as amendedits Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 5.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties set forth in Section 6.03(b), conflict with or violate any Law applicable to the Purchased Assets STFC or its Subsidiaries or by which any property or asset of STFC or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company STFC or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which STFC or any of its Subsidiaries is a party or by which STFC or any of its Subsidiaries, or any property or asset of STFC or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company STFC or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a STFC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement by Parent and performance of the Transaction Agreements by the Company Purchaser do not, and the completion performance of this Agreement by Parent and Purchaser will not, and the consummation of the sale of the Purchased Assets Transactions by Parent and the other transactions contemplated by the Transaction Agreements Purchaser will not, (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or the Company’s amended and restated bylaws, as amendedBy-laws of either Parent or Purchaser, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 5.03(b) and Permits contemplated by clauses (ithe approval of the holders of the Shares described in Section 4.04(f) through (v) of subsection (b) below have been obtained, obtained and that all filings and notifications other actions described in such clauses of subsection (bSection 5.03(b) below have been made and any waiting periods thereunder have terminated or expiredtaken, conflict with or violate any Law applicable to the Purchased Assets Parent or Purchaser or by which any property or asset of either of them is bound or affected or (iii) result in any breach or violation of of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) or other encumbrance on any property or asset of the Purchased Assets Parent or Purchaser pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Parent or any of its subsidiaries Purchaser is a party or by which the Company Parent or Purchaser or any property or asset of its subsidiaries (either of them is bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences which would not, individually not prevent or in materially delay consummation of any of the aggregate, reasonably be expected to have a Material Adverse EffectTransactions or otherwise prevent Parent or Purchaser from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.3(a) of the BidCo Disclosure Letter, the execution, delivery and performance of the Transaction Agreements this Agreement by the Company do BidCo does not, and the completion consummation of the sale of the Purchased Assets Acquisition and the other transactions contemplated by hereby (including the Transaction Agreements funding of the Financing pursuant to the Commitment Letter) will not, not (i) breach, violate or conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, by-laws or the Company’s amended and restated bylaws, as amendedother governing documents of BidCo, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with with, breach or violate any Law applicable to the Purchased Assets BidCo or by which either of them or any of their respective properties or assets are bound, (iii) result in any breach or violation of or of, constitute a default or require a consent (or an event, which, event which with notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company under, or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets material assets of BidCo pursuant to to, any Contract Contracts to which the Company BidCo, or any of its subsidiaries Affiliate thereof, is a party or by which the Company BidCo or any of its subsidiaries Affiliates or its or their respective properties are bound (with respect including any Contract to the Purchased Assets) or by which any Purchased Asset an Affiliate of BidCo is bounda party), except, in the case cases of clauses (ii) and (iii), for any such conflictbreach, violation, Lien, breachconflict, default, loss, righttermination, requirement of notice cancellation, amendment or consent acceleration or other occurrence which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a BidCo Material Adverse EffectEffect or (iv) solely with respect to the Financing, breach or violate any indenture or other material agreement or material instrument binding upon BidCo or any Subsidiary thereof.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and or performance of the Transaction Agreements LOI, the POA or this Agreement by Cyberonics or the Company do not, and the completion consummation by Cyberonics of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will notLOI, the POA and this Agreement (including the Mergers) will: (i) subject to obtaining the Cyberonics Stockholder Approval, conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amended, Cyberonics Charter or the Company’s amended and restated bylaws, as amended, Cyberonics Bylaws or any equivalent organizational or governing documents of any Cyberonics Subsidiary; (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (idescribed in Section 3.04(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 3.04(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Cyberonics or any Cyberonics Subsidiary or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or violation any loss of any benefit under, or constitute a default under (with or an event, which, with without notice or lapse of time time, or both), would become a default) or result in the loss of a benefit termination or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except other than a Cyberonics Permitted Lien) on upon any of the Purchased Assets respective properties or assets of Cyberonics or any Cyberonics Subsidiary pursuant to any Contract to which the Company Cyberonics or any of its subsidiaries Cyberonics Subsidiary is a party or by which the Company any property or asset of Cyberonics or any of its subsidiaries (Cyberonics Subsidiary is bound or affected or any Cyberonics Permit, except with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienconsents, breachbreaches, defaultlosses, losschanges of control, rightdefaults, requirement of notice other occurrences or consent or other occurrence which Liens that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Cyberonics Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and performance of this Agreement by the Transaction Agreements Company, the consummation by the Company do not, and the completion of the sale transactions contemplated hereby or compliance by the Company with any of the Purchased Assets and provisions hereof (in each case other than in respect of the other transactions financing to be obtained contemplated by the Transaction Agreements Commitment Letters or any other financing obtained in connection with the transactions contemplated hereby) will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amended, incorporation or by-laws of the Company or the Company’s amended and restated bylaws, as amendedcomparable organizational documents of any of its subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all subject to the governmental filings and notifications described of matters referred to in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredSection 4.5(b), conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or decree applicable to the Purchased Assets Company or its subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) result in any a violation or breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in any loss of any material benefit, or the creation of a any Lien (except a Permitted Lien) on any of the Purchased Assets property or assets of the Company or any of its subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to to, any Contract loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundof their respective properties may be bound or affected, except, except in the case of the foregoing clauses (ii) and or (iii), ) for any such conflictViolations which, violationindividually or in the aggregate, Lienreasonably could not be expected to have a Material Adverse Effect on the Company. None of the execution, breachdelivery and performance of this Agreement by the Company, defaultthe consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof (in each case other than in respect of the financing contemplated by the Commitment Letters or any other financing obtained in connection with the transactions contemplated hereby) will require any consent, losswaiver, rightapproval, requirement authorization or permit of, or registration or filing with or notification to (any of notice the foregoing being a "Consent"), any administrative, government or consent regulatory authority, agency, court, commission, tribunal or other occurrence body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of a certificate of merger, pursuant to the GCL, (iii) applicable state takeover statutes, (iv) compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and any requirements of any foreign or supranational Antitrust Laws (as hereinafter defined) and (v) Consents, the failure of which to obtain or make, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Company. SECTION SEC Reports and Financial Statements. The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Reports") required to be filed by the Company with the SEC since December 31, 1995. Other than American Media Operations, Inc. ("Operations"), no subsidiary of the Company is required to file any form, report, schedule, registration statement or proxy statement with the SEC. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the audited and unaudited consolidated financial statements of the Company (including any related notes and schedules, if any, thereto) included in the SEC Reports complies as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC 9 14 with respect thereto, represents fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and has been prepared in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved except as otherwise noted therein, including in the notes thereto. Except as set forth in the consolidated balance sheet of the Company at September 28, 1998, included in the SEC Reports, as of such date, neither the Company nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that (i) is required by GAAP to be reflected on a consolidated balance sheet of the Company as of such date, and (ii) individually or in the aggregate, reasonably could be expected to have a Material Adverse Effect on the Company. Except as set forth in the consolidated balance sheet of the Company at September 30, 1998, included in the SEC Reports, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected on a consolidated balance sheet of the Company, except for liabilities or obligations (i) incurred in the ordinary course of business since September 28, 1998, or (ii) which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. As of January 31, 1999, the aggregate Funded Debt of the Company and its subsidiaries was less than $483 million. SECTION Information. None of the information supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Consent Statement or (iii) any other document to be filed with the SEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement (the "Other Filings") will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Consent Statement, at the date it or any amendment or supplement is mailed to stockholders, and at the Effective Time, and, in the case of the Offer Documents, at the time the Offer Documents or any amendments or supplements are first published or sent or given to Holders of the Subordinated Notes, as the case may be, or at the time the Debt Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading except, in each case, as the same may be amended or supplemented prior to the Effective Time. The Consent Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Newco in writing specifically for inclusion in the Consent Statement. For purposes of this Agreement, the parties agree that statements made and information in the Consent Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Shares shall be deemed to be supplied by the Company and not by Newco. SECTION Litigation. As of the date hereof: there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries that, individually or in the aggregate, reasonably could be expected to (x) have a Material Adverse Effect on the Company or (y) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction or order of any Governmental Entity, administrative or regulatory authority or body, or arbitrator outstanding against the Company or any of its subsidiaries that reasonably could be expected to (x) have, individually or in the aggregate, a Material Adverse Effect on the Company or (y) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. Neither the Company nor any of its subsidiaries nor any of their respective properties is or are subject to any order, writ, judgment, injunction, decree, determination or award which reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or would enjoin or prohibit the consummation of the transactions contemplated hereby. SECTION Compliance with Applicable Laws. Each of the Company and its subsidiaries has been and is in compliance with all permits, licenses and franchises from Governmental Entities required to conduct its business as now being conducted, except to the extent that the failure to have been or comply with such permits, licenses and franchises reasonably could not, individually or in the aggregate, be expected to have a Material Adverse Effect on the Company. The Company and its subsidiaries are, and are conducting their 10 15 respective business operations, in compliance with all laws, regulations and orders of any Governmental Entity applicable to any of them, except for such failures so to comply which, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect on the Company. SECTION

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Offer, the Merger (the Merger being subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtainedthe applicable waiting period, and all filings and notifications described in such clauses of subsection (b) below any extension thereof, under the HSR Act shall have expired or been made and any waiting periods thereunder have terminated or expiredterminated, conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) subject to the receipt of the consents set forth on Section 3.5 of the Company Disclosure Letter, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationconsent, adverse amendment amendment, acceleration or acceleration cancellation of, require result (immediately or with notice or consent underlapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance (except a other than Permitted LienEncumbrances) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or its Subsidiaries pursuant to, any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMaterial Contract, except, except in the case of clauses (ii) and (iii), ) above for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery by Buyer of this Agreement and performance of the other Transaction Agreements by the Company Documents to which it is a party do not, the performance by it of its obligations hereunder and thereunder, and the completion consummation by Buyer of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby or thereby will not, not (i) violate, conflict with with, or violate the Company’s amended and restated result in any breach of any provisions of its certificate of incorporation, as amended, formation or the Company’s amended and restated bylaws, as amendedlimited liability company operating agreement, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredviolate, conflict with with, or violate any Law applicable to the Purchased Assets or (iii) result in any a violation or breach or violation of of, or constitute a default (with or an event, which, with without due notice or lapse of time or both) under, would become a default) or permit the termination of, or result in the acceleration of, or entitle any Person to accelerate any obligation, or result in the loss of a benefit any benefit, or give any Person the right to which the Company require any security to be repurchased, or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a any Lien (except a Permitted Lien) on upon any of its assets under, any of the Purchased Assets pursuant to terms, conditions, or provisions of any Contract loan or credit agreement, note, bond, mortgage, indenture, or deed of trust, or any license, lease, agreement, or other instrument or obligation to which the Company or any of its subsidiaries Buyer is a party or by which the Company or to which it or any of its subsidiaries assets may be bound or subject, or (with respect to the Purchased Assetsiii) or by which violate any Purchased Asset is bound, except, Applicable Law; except in the case of clauses (ii) and (iii), ) of this Section 3.4(c) for any such conflictviolations, violationconflicts, Lienbreaches, breachdefaults, defaultrights of termination, losscancellation or acceleration, rightloss of benefits, requirement repurchase rights, Liens or effects that would not adversely affect the ability of notice Buyer to consummate the transactions contemplated by this Agreement. No Consent of any Governmental Authority is required by or consent with respect to Buyer in connection with the execution and delivery by Buyer of this Agreement or any of the other occurrence Transaction Documents to which would notBuyer is a party, individually the performance by Buyer of its obligations hereunder and thereunder, or the consummation by Buyer of the transactions contemplated hereby or thereby, except for any such Consent that is routine or ministerial in the aggregate, reasonably be expected to have a Material Adverse Effectnature.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company, the consummation by the Company do not, and the completion of the sale of the Purchased Assets and the Merger or any other transactions transaction contemplated by this Agreement, or the Transaction Agreements Company’s performance of its obligations hereunder will not, (i) subject to obtaining the Requisite Stockholder Approval, conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Charter or the Company’s amended and restated bylaws, as amendedBy-laws, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.4(b) through (v) of subsection (b) below have been obtainedobtained or made and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) result in any breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its Subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries is bound or by which any Purchased Asset is boundaffected, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice termination, amendment, acceleration, cancellation or consent or other occurrence which Lien that would notnot constitute, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the consummation by Purchaser and Merger Sub of the Transaction Agreements by the Company transactions contemplated hereby, do not and will not, subject to obtaining the Purchaser Stockholder Approval and the completion receipt of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will notApprovals referred to in Section 3.5(b) below, (i) contravene, conflict with or violate result in a violation or breach of any provision of the Company’s amended and restated certificate of incorporation, as amended, Purchaser Charter Documents or the Companyorganizational documents of any of Purchaser’s amended and restated bylaws, as amendedSubsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredcontravene, conflict with or violate result in a violation or breach of any provisions of any Law applicable to the Purchased Assets Purchaser or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) result in require any breach consent or violation of or other action by any Person under, constitute a default (or an event, whichevent that, with or without notice or lapse of time or both, would become constitute a default) under, or result in cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any right or obligation or the loss of a any benefit to which Purchaser or any of its Subsidiaries is entitled under (A) any provision of any Contract binding upon Purchaser or any of its Subsidiaries or (B) any license, permit, franchise, certificate, approval or other similar authorization (“Permits”) held by, or affecting, or relating in any way to, the Company assets or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration business of, require notice Purchaser or consent underany of its Subsidiaries, or (iv) result in the creation or imposition of a any Lien (except a Permitted Lien) on any asset of the Purchased Assets pursuant to any Contract to which the Company Purchaser or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, other than such exceptions in the case of clauses clause (ii) and ), (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice ) or consent or other occurrence which (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to Purchaser.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company and Company Sub do not, and the completion performance of this Agreement by the Company and Company Sub and the consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements Transactions will not, not (i) conflict with or violate the Company’s amended and restated certificate Restated Articles of incorporation, as amended, Incorporation or Bylaws of the Company’s amended and restated bylaws, as amendedCompany or conflict with or violate the Articles of Incorporation or bylaws or equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of other actions described in subsection (b) below have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredcomplied with, conflict with or violate any Law foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, permit, license, injunction, writ, judgment, decree or order ("Law") applicable to the Purchased Assets Company or any Company Subsidiary or by which any asset of the Company or any Company Subsidiary is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, or require notice or consent any payment under, or result in the creation of a Lien lien, claim, security interest or other charge, title imperfection or encumbrance (except a Permitted Liencollectively, "Liens") on any asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract contract, note, bond, mortgage, indenture, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any asset of the Company or any of its subsidiaries (Company Subsidiary is bound or affected, except, with respect to (x) clause (iii), under the Purchased AssetsBusiness Loan Agreement (Revolving Credit) and Term Loan Agreement between the Company and Union Bank (or any amendment, extension, refinance, renewal or replacement thereof permitted by which any Purchased Asset is boundthis Agreement) and the other agreements listed in Section 5.5 of the Company Disclosure Schedule, except, in the case of and (y) clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breachdefaults, default, loss, right, requirement of notice or consent or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby will not, (i) subject to obtaining the Company Requisite Vote, conflict with or violate the Company’s amended and restated certificate Certificate of Incorporation or Company Bylaws, (ii) conflict with or violate the certificates of incorporation, as amended, bylaws or the comparable governing documents of any subsidiary of the Company’s amended and restated bylaws, as amended, (iiiii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any of its subsidiaries or any of their respective assets or properties or (iiiiv) result in any breach or violation of or constitute a default (or an event, which, with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets material assets or properties of the Company or any of its subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is its or their respective assets or properties are bound, except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do Buyer does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Buyer and its subsidiaries will not, (i) conflict with or violate the Company’s amended and restated certificate corporate charter documents (or equivalent organizational documents) of incorporation, as amended, (A) Buyer or the Company’s amended and restated bylaws, as amended(B) any of its subsidiaries, (ii) assuming that all the consents, approvals, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.5(b) through (v) of subsection (b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law or the Listing Rules (the "ASX Listing Rules") of the Australian Stock Exchange Limited ("ASX") applicable to the Purchased Assets Buyer or any of its subsidiaries or by which any property or asset of Buyer or any of its subsidiaries is bound or affected or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or other encumbrance on any property or asset of Buyer or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, or, to Buyer's knowledge as of the Purchased Assets pursuant to date of this Agreement, any Contract other, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Buyer or any of its subsidiaries is a party or by which the Company Buyer or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset property or asset of Buyer or any of its subsidiaries is boundbound or affected, except, in the case of clauses (i)(B), (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences of the type referred to above which would not, individually or in the aggregate, reasonably be expected to not have a Buyer Material Adverse EffectEffect and would not prevent or materially delay the consummation of the Merger; provided, however, that for purposes of this Section 4.5(a), the definition of Buyer Material Adverse Effect shall be read so as not to include clause (iii) of the definition thereof.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by each of SMMC, delivery First Merger Sub and performance of the Transaction Agreements by the Company Second Merger Sub do not, and (in the completion case of SMMC), upon the receipt of the sale SMMC Stockholder Approval and the sole stockholder approval of First Merger Sub and the effectiveness of the Purchased Assets SMMC Charter Amendment, the performance of this Agreement by each of SMMC, First Merger Sub and the other transactions contemplated by the Transaction Agreements Second Merger Sub will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporationSMMC Organizational Documents, as amended, the First Merger Sub Organizational Documents or the Company’s amended and restated bylaws, as amendedSecond Merger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and Permits contemplated by clauses (iother actions described in Section 5.05(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (bSection 5.05(b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets each of SMMC, First Merger Sub or Second Merger Sub or by which any of their property or assets is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets each of SMMC, First Merger Sub or Second Merger Sub pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company each of SMMC, First Merger Sub or any of its subsidiaries Second Merger Sub is a party or by which the Company each of SMMC, First Merger Sub or Second Merger Sub or any of its subsidiaries (their property or assets is bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences which would not, individually not have or in the aggregate, reasonably be expected to have a SMMC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming (i) the filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, delivery as amended (the "HSR Act"), are made and performance the waiting periods thereunder have been terminated or have expired, (ii) the requirements of the Transaction Agreements Exchange Act and any applicable state securities, "blue sky" or takeover law are met, (iii) the filing of the certificate of merger and other appropriate merger documents, if any, as required by the GCL, is made and (iv) approval of this agreement by the holders of a majority of the Common Shares, if required by the GCL, is received, none of the execution and delivery of this Agreement by the Company, the consummation by the Company do not, and the completion of the sale transactions contemplated hereby or compliance by the Company with any of the Purchased Assets and the other transactions contemplated by the Transaction Agreements provisions hereof will not, (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or By-Laws of the Company or the Company’s amended and restated bylaws, as amendedcomparable organizational documents of any of its subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses except as disclosed in the SEC Reports (ias hereinafter defined) through (vor specifically disclosed in Section 4.5(a) of subsection the Company Disclosure Schedule, result in a breach or violation of, a default under or the triggering of any payment or the increase in any other obligations pursuant to, any of the Company's existing Employee Benefit Arrangements (bas hereinafter defined) below have been obtainedor any grant or award made under any of the foregoing, and all filings and notifications described in such clauses of subsection (biii) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment, decree, permit or license applicable to the Purchased Assets Company or any of its subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (iiiiv) except as disclosed in Section 4.5(a) of the Company Disclosure Schedule, result in any a violation or breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in any loss of any benefit, the triggering of any payment by, or the increase in any other obligation of, the Company or any of its subsidiaries or the creation of a any material Lien (except a Permitted Lien) on any of the Purchased Assets property or assets of the Company or any of its subsidiaries (any of the foregoing referred to in clause (ii), (iii) or this clause (iv) being a "Violation") pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundof their respective properties may be bound or affected, except, except in the case of clauses (ii), (iii) and (iii), for any iv) where such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which Violations would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.04(b) are obtained or made and except as otherwise disclosed in Section 3.04(a) of the Disclosure Schedule delivered by Acquiror to the Company contemporaneously with the execution and delivery of this Agreement (the "Acquiror Disclosure Schedule"), the execution and delivery of this Agreement by the Acquiror Companies does not, and performance of their respective obligations hereunder, including the Transaction Agreements by the Company do not, and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby, will not, not (with or without notice or lapse of time or both) (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Acquiror Organizational Documents or the Company’s amended and restated bylaws, as amendedArticles of Incorporation or Bylaws of Acquisition Sub, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law Laws in effect as of the date of this Agreement or any judgment, order or decree applicable to the Purchased Assets Acquiror or any of Acquiror's subsidiaries or by or to which any of their properties is bound or subject or (iii) result in any breach or violation of or constitute a default (under, or an event, which, with notice or lapse of time or both, would become a default) or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, or require notice or consent payment under, or result in the creation of a Lien (except a Permitted Lien) lien or encumbrance on any of the Purchased Assets pursuant to any Contract to which the Company properties or assets of Acquiror or any of its Acquiror's subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror or any of Acquiror's subsidiaries is a party or by or to which the Company Acquiror or any of its Acquiror's subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset of their respective properties is bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice bound or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectsubject.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Section 2.5(a) of the Transaction Agreements by the Company do not, and the completion Disclosure Schedule includes a list of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, (i) conflict with all loan agreements, indentures, mortgages, notes, pledges, conditional sale or violate the Company’s amended and restated certificate title retention agreements, security agreements, equipment obligations, guaranties, standby letters of incorporationcredit, as amended, equipment leases or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in any breach or violation of or constitute a default (or an event, which, with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract lease purchase agreements to which the Company or any of its subsidiaries is a party or by which any of them is bound each in an amount equal to or exceeding $50,000, but excluding any such agreement between the Company and its wholly owned subsidiaries or between two or more wholly owned subsidiaries of the Company; and (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries (with respect to the Purchased Assets) is a party or by which any Purchased Asset is boundof them or any of their respective properties or assets are bound or affected, exceptbut excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in each case, payments or receipts by the case Company or any of its subsidiaries of less than $50,000 in any single instance but not more than $250,000 in the aggregate; and (iii) all agreements which, as of the date hereof, are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "Exchange Act"). (b) Except as disclosed in Section 2.5(b) of the Company Disclosure Schedule, (i) neither the Company nor any of its subsidiaries has breached, is in default under, or has received written notice of any breach of or default under, any of the agreements, contracts or other instruments referred to in clauses (i), (ii) and or (iii) of Section 2.5(a), for (ii) to the best knowledge of the Company, no other party to any such conflictof the agreements, violation, Lien, breach, default, loss, right, requirement of notice or consent contracts or other occurrence which would notinstruments referred to in clauses (i), individually (ii) or (iii) of Section 2.5 (a) has breached or is in the aggregate, reasonably be expected to have a Material Adverse Effect.default of any of 7

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery of this Agreement by Xxxxxx and performance Merger Sub nor the consummation by Xxxxxx and Merger Sub of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with violate any provision of Parent’s or violate the Company’s amended and restated its Subsidiaries’ certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedbylaws (or equivalent organizational documents), (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referred to in Section 4.3(b) through (v) of subsection (b) below have been obtainedobtained or made, and all filings and notifications described in such clauses of subsection (b) below any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expiredcondition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent or any of its Subsidiaries (including Merger Sub) or by which any property or asset of Parent or any of its Subsidiaries (including Merger Sub) is bound or affected, (iii) assuming that the Purchased Assets Consents, registrations, declarations, filings and notices referred to in Section 4.3(b) have been obtained or made, result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the material assets or properties of Parent or any of its Subsidiaries, or (iiiiv) result in any breach or violation of of, or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract to which the Company Parent or any of its subsidiaries Subsidiaries (including Merger Sub) is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) party, or by which any Purchased Asset of their respective properties or assets is bound, exceptother than, in the case of clauses (ii), (iii) and (iiiiv), for any such conflict, violation, Lien, breach, default, losstermination, right, requirement of notice acceleration or consent or other occurrence which cancellation that would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming the accuracy of the representations and warranties contained in Section 4.06(b), none of the execution, delivery and or performance of the Transaction Agreements this Agreement by the Company do not, and or the completion consummation by the Company of the sale of Transactions, including the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, Merger will: (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Charter or Company By-laws or any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, any Company Subsidiary; (ii) assuming the Requisite Stockholder Approval is obtained and assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (idescribed in Section 3.04(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 3.04(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or any of their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or violation any loss of any benefit under, or constitute a default under (with or an event, which, with without notice or lapse of time time, or both), would become a default) or result in the loss of a benefit termination or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except other than a Permitted Lien) on upon any of the Purchased Assets respective properties or assets of the Company or any Company Subsidiary pursuant to to, any Company Material Contract to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is of their respective properties or assets are bound) or any Company Permit, except, in the case of clauses (ii) and with respect to clause (iii), as contemplated by Section 2.03 or for (A) any such conflictconsents, violationapprovals and authorizations, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence the failure to obtain which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (disregarding clause (a) of the proviso of clause (i) of the definition thereof) and (B) any such conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or cancellation or Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (disregarding clause (a) of the proviso of clause (i) of the definition thereof).

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and nor the completion consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated by this Agreement, nor compliance by the Transaction Agreements Company with any of the applicable terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of the Company’s amended and restated Certificate of Incorporation or Bylaws or the certificate of incorporation, as amended, incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referenced in Section 3.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been obtained or made and any waiting periods thereunder have terminated or expired(in the case of the Merger) the Company Stockholder Approval has been received, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event, which, with without notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment acceleration (other than pursuant to any Company Benefit Plan) or acceleration cancellation of or require the Consent of, require notice to or consent under, or result in the creation of a Lien (except a Permitted Lien) on filing with any third party pursuant to any of the Purchased Assets pursuant to terms or provisions of any Company Material Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to Subsidiaries is bound or affected, or result in the Purchased Assets) creation of a Lien, other than any Permitted Lien, upon any of the property or by which assets of the Company or any Purchased Asset is boundof its Subsidiaries, exceptother than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company, clause (ii) and clause (iii), for any such conflict, violation, Lien, breach, default, losstermination, rightacceleration, requirement of notice cancellation or consent or other occurrence which Lien that (A) has not been, and would notnot reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to have a Material Adverse Effectperform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) 2.5.1 The execution, execution and delivery of this Agreement and performance of the Transaction Agreements Company Option Agreement by the Company do not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated Company Option Agreement by the Transaction Agreements will Company shall not, (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or the Company’s amended and restated bylaws, as amendedBylaws or equivalent organizational documents of Company or any of its subsidiaries, (ii) assuming that all consents, approvals, authorizations subject to obtaining the approval of Company's stockholders of the Merger and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described compliance with the requirements set forth in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredSection 2.5.2 below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to the Purchased Assets Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in impair Company's rights or alter the loss rights or obligations of a benefit any third party under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or encumbrance on any of the Purchased Assets properties or assets of Company or any of its subsidiaries pursuant to to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected (with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses end-user license agreements not relating to the Company's fifty largest accounts measured in terms of revenue generated during the two-year period prior to the date hereof (ii) and (iiibut not with respect to any other agreements, end-user or otherwise), for any where such conflict, violation, Lien, breach, default, lossimpairment of rights, rightalteration of rights or obligations, requirement right of notice termination, amendment, acceleration or consent cancellation, or other occurrence which creation of a lien or encumbrance (i) would not prevent consummation of the Merger or otherwise prevent Company from performing its obligations under this Agreement or (ii) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Effect on the Company). 2.5.2 The execution and delivery of this Agreement and the Company Option Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (A) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities laws ("Blue Sky Laws"), the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of the Nasdaq Stock Market, and the filing and recordation of the Certificate of Merger as required by the Delaware General Corporation Law and (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (i) would not prevent consummation of the Merger or otherwise prevent Company from performing its obligations under this Agreement or (ii) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. 2.6

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Transaction Agreements by the Company REIT I Parties do not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated by the Transaction Agreements its obligations hereunder will not, (i) assuming receipt of the Stockholder Approvals, conflict with or violate any provision of (A) the Company’s amended and restated certificate REIT I Governing Documents or (B) any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany other REIT I Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.3(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.3(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets REIT I or any REIT I Subsidiary or by which any property or asset of REIT I or any REIT I Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or violation any loss of any benefit or material increase in any cost or obligation of REIT I or any REIT I Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to any other Person any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets REIT I or any REIT I Subsidiary pursuant to to, any Contract or Permit to which the Company REIT I or any of its subsidiaries REIT I Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do Acquiror does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated this Agreement by the Transaction Agreements Acquiror will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Acquiror Charter or Acquiror Bylaws or any equivalent organizational documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany of its Subsidiaries, (ii) conflict with or violate any Law applicable to the Acquiror or any of its Subsidiaries or by which any property or asset of the Acquiror or any of its Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 5.5(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 5.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets ) or (iii) to Acquiror’s knowledge, require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event, which, event which with notice or lapse of time or both, both would become a default) under or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) or other encumbrance on any property or asset of the Purchased Assets Acquiror or any of its Subsidiaries pursuant to any Contract to which the Company Acquiror or any of its subsidiaries Subsidiaries is a party or by to which the Company Acquiror or any of its subsidiaries (Subsidiaries or any of their respective assets are subject, or any Acquiror Permit or other instrument or obligation, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breachlosses, default, loss, right, requirement of notice defaults or consent failures to obtain any consents or approvals or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to Acquiror.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the consummation by each of Parent and Merger Sub of the Transaction Agreements by the Company Transactions do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the completion compliance by each of the sale of the Purchased Assets Parent and the other transactions contemplated by the Transaction Agreements Merger Sub with its obligations hereunder and thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, bylaws or the Company’s amended and restated bylaws, as amendedother organizational documents of either of Parent or Merger Sub, (ii) assuming that all subject to obtaining or making the consents, approvals, authorizations Orders, authorizations, registrations, declarations, filings and Permits contemplated other actions described in Section 5.06(b) below and assuming (A) the accuracy of the representations and warranties of the Company set forth in Section 4.04, (B) the Company’s obligations under Section 6.02(b) and (C) full compliance by clauses (i) through (vthe parties to the agreements set forth in Section 4.12(k) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredthe Company Disclosure Letter, conflict with or violate any Law or rule of the NYSE applicable to the Purchased Assets Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is bound, (iii) result in any violation or breach or violation of or conflict with any provisions of, or constitute (with or without notice or lapse of time, or both) a default (or an eventgive rise to any right of purchase, whichtermination, with notice amendment, acceleration or lapse of time or bothcancellation) under, would become a default) or result in the loss of a any benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation triggering of a Lien (except a Permitted Lien) on any payments pursuant to any of the Purchased Assets pursuant to terms, conditions or provisions of any Contract to which the Company Parent, Merger Sub or any of its subsidiaries their respective Subsidiaries is a party or by which any of their respective properties or assets may be bound or (iv) result in the Company creation of a Lien, except for Permitted Liens, on any property or asset of Parent or Merger Sub or any of its subsidiaries (their respective Subsidiaries, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of this Agreement by each of the Transaction Agreements Acquiring Parties and Merger Sub nor the consummation by the Company do not, and the completion each of the sale Acquiring Parties and Merger Sub of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with violate any provision of any one or violate more of the Company’s amended and restated Acquiring Parties’ or their respective Subsidiaries’ certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedbylaws (or equivalent organizational documents), (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referred to in Section 5.3(b) through (v) of subsection (b) below have been obtainedobtained or made, and all filings and notifications described in such clauses of subsection (b) below any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expiredcondition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to any one or more of the Purchased Assets Acquiring Parties and any of their respective Subsidiaries (including Merger Sub) or by which any property or asset of any one or more of the Acquiring Parties or any of their respective Subsidiaries (including Merger Sub) is bound or affected or (iii) result in any breach or violation of of, or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any material Contract to which any one or more of the Company Acquiring Parties or any of its subsidiaries their respective Subsidiaries (including Merger Sub) is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) party, or by which any Purchased Asset of their respective properties or assets is bound, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, losstermination, right, requirement of notice acceleration or consent or other occurrence which cancellation that would not, individually or in the aggregate, reasonably be expected to not have a an Acquiring Party Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution, delivery and performance Except as set forth in Section 3.1(f)(i) of the Transaction Agreements Company Disclosure Schedule with respect to clause (C) below, neither the execution and delivery of this Agreement nor the performance by the Company do notof its obligations hereunder, and nor the completion consummation of the sale transactions contemplated hereby, will: (A) violate or conflict with the Company's Certificate of Incorporation or By-Laws; (B) assuming adoption of this Agreement by stockholders of the Purchased Assets Company and assuming satisfaction of the other transactions contemplated by the Transaction Agreements will notrequirements set forth in Section 3.1(f)(ii) below, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law statute, law, ordinance, rule or regulation, applicable to the Purchased Assets Company or any of its Subsidiaries or any of their properties or assets; or (iiiC) result except for the consents, approvals and notices required to be obtained from or delivered to (as applicable) Clients under the Investment Contracts pursuant to this Agreement, violate, breach, be in any breach or violation of conflict with or constitute a default (or an event, event which, with notice or lapse of time or both, would become constitute a default) under, or permit the termination of any provision of, or result in the loss termination of, the acceleration of a benefit to which the maturity of, or the acceleration of the performance of any obligation of the Company or any of its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent Subsidiaries under, or result in the creation or imposition of a Lien (except a Permitted Lien) on any Encumbrance upon any properties, assets or business of the Company or any of the Purchased Assets pursuant to its Subsidiaries under, any Contract note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect Subsidiaries or any of their respective assets or properties is bound or encumbered, or give any Person the right to require the Purchased Assets) Company or by which any Purchased Asset is boundof its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, in the case of clauses (iiB) and (iiiC), for any such conflictviolations, violationbreaches, Lienconflicts, breachdefaults, defaultterminations, lossaccelerations, rightencumbrances, requirement of notice purchase or consent repurchase obligations or other occurrence which would notoccurrences which, individually or in the aggregate, reasonably be expected to would not have a Material Adverse EffectEffect on the Company.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and nor the completion consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated by this Agreement, nor compliance by the Transaction Agreements Company with any of the applicable terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of the Company’s amended and restated Certificate of Incorporation or Bylaws or the certificate of incorporation, as amended, incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referenced in Section 3.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been obtained or made and any waiting periods thereunder have terminated or expired(in the case of the Merger) the Company Stockholder Approval has been received, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event, which, with without notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment acceleration (other than pursuant to any Company Benefit Plan) or acceleration cancellation of or require the Consent of, require notice to or consent under, or result in the creation of a Lien (except a Permitted Lien) on filing with any third party pursuant to any of the Purchased Assets pursuant to terms or provisions of any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to Subsidiaries is bound or affected, or result in the Purchased Assets) creation of a Lien, other than any Permitted Lien, upon any of the property or by which assets of the Company or any Purchased Asset is boundof its Subsidiaries, exceptother than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company, clause (ii) and clause (iii), for any such conflict, violation, Lien, breach, default, losstermination, rightacceleration, requirement of notice cancellation or consent or other occurrence which Lien that (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to have a Material Adverse Effectperform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company do not, not and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, not (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or Bylaws of the Company’s amended and restated bylaws, as amendedCompany or of any of its subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (i) through (vvii) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to the Purchased Assets Company or any of its subsidiaries or by which its or any of their respective properties, rights or assets are bound or (iii) conflict with, result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent give rise to any other material right of a counterparty or any other material liability or obligation of the Company or any of its subsidiaries under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or result in the creation of other instrument or obligation (each, a Lien (except a Permitted Lien“Contract”) on any of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which its or any Purchased Asset is of their respective properties, rights and assets are bound, or of any Licenses, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent liability, obligation or other occurrence which would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse EffectEffect or (y) prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement or the Stock Option Agreement by the Company, the consummation by the Company do not, and the completion of the sale transactions contemplated hereby or thereby or the compliance by the Company with any of the Purchased Assets and the other transactions contemplated by the Transaction Agreements provisions hereof or thereof will not, (i) conflict with or violate the Company’s amended and restated certificate articles of incorporation, as amended, incorporation or by-laws of the Company or the Company’s amended and restated bylaws, as amendedcomparable organizational documents of any of the Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or decree applicable to the Purchased Assets Company or the Subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) result in any a violation or breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in any loss of any material benefit, or the creation of a any Lien (except a Permitted Lien) on any of the Purchased Assets property or assets of the Company or any of the Subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries the Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is boundof their respective properties may be bound or affected, except, except in the case of the foregoing clauses (ii) and or (iii), ) for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would notViolation which, individually or and in the aggregate, reasonably be expected to would not have a Material Adverse Effect.Effect on the Company. (b) None of the execution and delivery of this Agreement or the Stock Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or thereby or the compliance by the Company with any of the provisions hereof or thereof will require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to (any of the foregoing being a "Consent"), any government or subdivision thereof, or any administrative, governmental or regulatory - 9 - 10 authority, agency, commission, tribunal or body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of an agreement of merger together with an officer's certificate of the Company and the Purchaser pursuant to the GCL, (iii) compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and any requirements of any foreign or supranational Antitrust Laws (as hereinafter defined), (iv) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover Laws, and (v) Consents or filings the failure of which to obtain or make, individually and in the aggregate, would not have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. SECTION 4.06

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 5.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of Offer, the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, assuming receipt of the Company Stockholder Approval if required by applicable Law, (i) conflict with or violate any provision of (A) the Company’s amended and restated certificate Company Charter or Company Bylaws or (B) any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 5.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 5.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 5.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, mortgage, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and nor the completion consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated by this Agreement, nor compliance by the Transaction Agreements Company with any of the applicable terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of the Company’s amended and restated Certificate of Incorporation or Bylaws or the certificate of incorporation, as amended, incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referenced in Section 3.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been obtained or made and any waiting periods thereunder have terminated or expired(in the case of the Merger) the Company Stockholder Approval has been received, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event, which, with without notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of or require the Consent of, require notice to or consent under, or result in the creation of a Lien (except a Permitted Lien) on filing with any third party pursuant to any of the Purchased Assets pursuant to terms or provisions of any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to Subsidiaries is bound or affected, or result in the Purchased Assets) creation of a Lien, other than any Permitted Lien, upon any of the property or by which assets of the Company or any Purchased Asset is boundof its Subsidiaries, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, losstermination, rightacceleration, requirement of notice cancellation or consent or other occurrence which Lien that (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or (B) would not impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or would not prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of the Company’s amended and restated certificate Company Charter or Company Bylaws or any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate Company Charter or Company Bylaws or (B) any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, not (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amendedcharter or bylaws, or the Company’s equivalent organizational documents, in each case as amended and restated bylawsor restated, as amendedof the Company or any of its subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (individually, "Law" and collectively, "Laws") applicable to the Purchased Assets Company or any of its subsidiaries or by which any of their respective properties is bound or subject or (iii) except as described in Schedule 3.5(a) of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, or require notice or consent payment under, or result in the creation of a Lien (except a Permitted Lien) lien or encumbrance on any of the Purchased Assets properties or assets of the Company or any of its subsidiaries pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by or to which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset of their respective properties is boundbound or subject, except, except in the case of clauses (ii) and (iii), for any ) above where such conflict, violation, Lien, breach, default, loss, right, requirement of notice requirement, lien, or consent or other occurrence which would not, individually or in the aggregate, encumbrance could not be reasonably be expected to have a Company Material Adverse Effect. The Board of Directors of the Company has taken all actions necessary under VSCA, including approving the transactions contemplated by this Agreement and taking appropriate actions under any stockholder protection laws applicable to the Company or any of its subsidiaries, to ensure that restrictions on business combinations or the owning or voting of the capital stock of the Company or any of its subsidiaries do not, and will not apply with respect or as a result of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company, the acceptance for payment or acquisition of shares of Common Stock pursuant to the Offer, the consummation by the Company do not, and the completion of the sale Merger or any of the Purchased Assets and the other transactions contemplated by this Agreement, or the Transaction Agreements Company’s compliance with any of the provisions of this Agreement will not(with or without notice or lapse of time, or both) (i) conflict with or violate the Company’s amended and restated certificate Restated Certificate of incorporation, as amended, Incorporation or By-laws (or equivalent organizational documents) of (A) the Company’s amended and restated bylaws, as amendedCompany or (B) any of its subsidiaries, (ii) assuming that all the consents, approvals, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.5(b) through (v) of subsection (b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to in others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its subsidiaries pursuant to to, any Contract note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to Subsidiaries or any property or asset of the Purchased Assets) Company or by which any Purchased Asset of its Subsidiaries is boundbound or affected, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breachconflict, default, losstermination, rightcancellation, requirement of notice acceleration or consent or other occurrence which Lien that would notnot have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that would prevent, materially delay or materially impede, or would reasonably be expected to have a Material Adverse Effectprevent, materially delay or materially impede, individually or in the aggregate, the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate of incorporation, as amended, Company Charter or the Company’s amended and restated bylaws, as amendedCompany Bylaws or (B) any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any other Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided that, for the avoidance of doubt, for purposes of this Section 4.5(a) the exceptions set forth in clauses (vi) and (vii) of the definition of “Company Material Adverse Effect” shall not apply to any such conflicts, violations, breaches, defaults or other occurrences in determining whether a Company Material Adverse Effect has occurred).

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery of this Agreement by Parent and performance Merger Sub nor the consummation by Parent and Merger Sub of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the Transaction Agreements applicable terms or provisions of this Agreement, will not, (i) conflict with violate any provision of the Parent Organizational Documents or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedbylaws (or equivalent organizational documents) of any Subsidiary of Parent, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referenced in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated obtained or expiredmade, conflict with or violate any Law applicable to the Purchased Assets Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event, which, with without notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of or require the Consent of, require notice to or consent underfiling with any third party pursuant to any of the terms or provisions of any Contract that constitutes a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K under the Securities Act) to which Parent or any of its Subsidiaries is a party or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets pursuant to any Contract to which the Company property or any assets of its subsidiaries is a party Parent, Parent’s Subsidiaries, or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMerger Sub, exceptother than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of Parent (other than Merger Sub), clause (ii) and clause (iii), for any such conflict, violation, Lien, breach, default, losstermination, rightacceleration, requirement of notice cancellation or consent or other occurrence which Lien that (A) has not been, and would notnot reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to have a Material Adverse Effectperform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of this Agreement or any Ancillary Agreement to which the Transaction Agreements Company or Merger Sub is a party by the Company do notor Merger Sub, as the case may be, nor the performance by the Company and Merger Sub of their respective obligations hereunder or thereunder, nor the completion consummation by the Company and Merger Sub of any of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will nothereby or thereby, will: (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Organizational Documents or the Company’s amended and restated bylaws, as amended, Organizational Documents of any of its Subsidiaries; (ii) assuming that all consentssatisfaction of the requirements set forth in Section 3.6(b) below, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law statute, law, ordinance, rule or regulation, applicable to the Purchased Assets Company or any of its Subsidiaries or any of their Assets; or (iii) result violate, breach, require consent under, be in any breach or violation of conflict with or constitute a default (or an event, event which, with notice or lapse of time or both, would become constitute a default) under, or permit the termination of any provision of, or result in the loss termination of, the acceleration of a benefit to which the maturity of, or the acceleration of the performance of any obligation of the Company or any of its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent Subsidiaries under, or result in the creation or imposition of a Lien (except a Permitted Lien) on any lien upon any Assets or business of the Company or any of the Purchased Assets pursuant its Subsidiaries under, or give rise to any Contract Third Party’s right of first refusal, termination or other similar right under, any note, bond, indenture, mortgage, deed of trust, lease, or permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect Subsidiaries or any of their respective Assets are bound or encumbered, or give any Person the right to require the Purchased Assets) Company or by which any Purchased Asset is boundof its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind, except, in the case of clauses (ii) and (iii), for any such conflictviolations, violationbreaches, Lienconflicts, breachdefaults, defaultconsents, loss, right, requirement of notice or consent liens or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth on Schedule 4.5(a) of the Transaction Agreements Company Disclosure Schedule, the execution and delivery of this Agreement by the Company, the consummation of the Offer, and, subject to the approval of this Agreement by the holders of Shares under the MBCA to the extent required by applicable Law, the consummation by the Company do not, and the completion of the sale of the Purchased Assets Merger do not and the other transactions contemplated by the Transaction Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate Articles of incorporation, as amended, Organization or the Company’s amended and restated bylaws, as amendedBylaws, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (i) through (vvii) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement (“Law”) applicable to the Purchased Assets Company or its Subsidiaries or by which any of their respective properties are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default), or (B) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or (C) result in the creation of a any Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to properties or assets of the Company or its Subsidiaries under any Contract note, bond, mortgage, indenture, contract, agreement, lease, license or other instrument (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or its Subsidiaries or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent right or other occurrence which that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company, the consummation by the Company do not, and the completion of the sale of the Purchased Assets and the Merger or any other transactions transaction contemplated by this Agreement, or the Transaction Agreements Company’s performance of its obligations hereunder will not, (i) subject to obtaining the Requisite Shareholder Approval, conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Charter or the Company’s amended and restated bylaws, as amendedBylaws, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.4(b) through (v) of subsection (b) below have been obtainedobtained or made and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) result in any breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) or under, result in the loss or impairment of a benefit rights under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its Subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries is bound or by which any Purchased Asset is boundaffected, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice termination, amendment, acceleration, cancellation or consent or other occurrence which Lien that would not, individually or in the aggregate, reasonably be expected to have not constitute a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Acquiror Disclosure Schedule, the execution and delivery of this Agreement by the Company do Acquiror does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated this Agreement by the Transaction Agreements Acquiror will not, (i) conflict with or violate any provision of the CompanyAcquiror’s amended and restated certificate Articles of incorporation, as amended, Incorporation or the Company’s amended and restated bylaws, as amendedBylaws or any equivalent organizational documents of any of its Subsidiaries, (ii) conflict with or violate any Law applicable to the Acquiror or any of its Subsidiaries or by which any property or asset of the Acquiror or any of its Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets ) or (iii) to Acquiror’s knowledge, require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event, which, event which with notice or lapse of time or both, both would become a default) under or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or other encumbrance on any property or asset of the Purchased Assets Acquiror or any of its Subsidiaries pursuant to any Contract to which the Company Acquiror or any of its subsidiaries Subsidiaries is a party or by to which the Company Acquiror or any of its subsidiaries (Subsidiaries or any of their respective assets are subject, or any Acquiror Permit or other instrument or obligation, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breachlosses, default, loss, right, requirement of notice defaults or consent failures to obtain any consents or approvals or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Effect with respect to Acquiror. As used herein, “

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery of this Agreement by Parent and performance Merger Sub nor the consummation by Parent and Merger Sub of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the Transaction Agreements applicable terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedParent Organizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referenced in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been obtained or made and any waiting periods thereunder have terminated or expired(in the case of the Parent Stock Issuance) the Parent Stockholder Approval has been received, conflict with or violate any Law applicable to the Purchased Assets Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event, which, with without notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of or require the Consent of, require notice to or consent underfiling with any third party pursuant to any of the terms or provisions of any Contract to which Parent or Merger Sub is a party or by which any property or asset of Parent or Merger Sub is bound or affected, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets pursuant to any Contract to which the Company property or any assets of its subsidiaries is a party Parent or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMerger Sub, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, losstermination, rightacceleration, requirement of notice cancellation or consent or other occurrence which Lien that (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect or (B) would not impair in any material respect the ability of Parent or Merger Sub to perform their respective obligations under this Agreement or to consummate the Merger, or would not prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by E-Stamp of this Agreement, the Transaction Agreements by fulfillment of and compliance with the Company do notrespective terms and provisions hereof, and the completion consummation by E-Stamp of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby, do not and will not, : (i) conflict with with, or violate any provision of, the Company’s amended and restated certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amended, by-laws of E-Stamp; (ii) assuming that all consentssubject to (A) obtaining the requisite approval and adoption of this Agreement by each of the Learn2 Stockholders and the E-Stamp Stockholders, approvals, authorizations if required by applicable Law and Permits contemplated (B) filing and recording of the Certificate of Merger as required by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredDelaware Law, conflict with or violate any Law applicable to the Purchased Assets E-Stamp or any E-Stamp Subsidiary, or any of their Assets; (iii) conflict with, result in any breach or violation of of, or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) or result in the loss of a benefit termination or acceleration under any agreement to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract to which the Company E-Stamp or any of its subsidiaries E-Stamp Subsidiary is a party or by which E-Stamp or any E-Stamp Subsidiary, or any of their Assets, may be bound; or (iv) result in or require the Company creation or imposition of, or result in the acceleration of, any indebtedness or any Lien of any nature upon, or with respect to, E-Stamp or any E-Stamp Subsidiary or any of its subsidiaries Assets, except for (with respect to the Purchased Assetsx) any such conflict or by which any Purchased Asset is bound, except, violation described in the case of clauses clause (ii) and above, (iii), for y) any such conflict, violationbreach or default described in clause (iii) above, Lienor (z) any such creation, breach, default, loss, right, requirement of notice imposition or consent or other occurrence which acceleration described in clause (iv) above that would not, individually or in the aggregate, reasonably be expected to not have a an E-Stamp Material Adverse EffectEffect and that would not prevent E-Stamp from consummating the transactions described herein.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Post Disclosure Letter, the execution and delivery of this Agreement by the Company do each of Post, Post GP and Post LP does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements their respective obligations hereunder will not, (i) assuming receipt of the Post Shareholder Approval and the Post Partner Approval, conflict with or violate any provision of (A) the Company’s amended and restated Post Articles of Incorporation or Post Bylaws, (B) the articles of incorporation or bylaws of Post GP, (C) the Post LP Agreement or the certificate of incorporation, as amended, limited partnership of Post LP or the Company’s amended and restated bylaws, as amended(D) any equivalent organizational or governing documents of any other Post Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Post or any Post Subsidiary or by which any property or asset of Post or any Post Subsidiary is bound, or (iii) assuming receipt of the Post Shareholder Approval and the Post Partner Approval, require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of Post or any Post Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company Post or any of its subsidiaries is a party or by which the Company or Post Subsidiary pursuant to, any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundPost Material Contract, except, in the case of as to clauses (i)(D), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a Post Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company Purchaser do not, and the completion consummation of the sale of Merger, the Purchased Assets Subsequent Mergers and the other transactions contemplated by this Agreement (including the Transaction Agreements transactions contemplated by the Financing Commitment) by Purchaser will not, (i) conflict with with, constitute or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in any violation or breach of, or violation of or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become or give rise to a default) right of, or result in a, termination (or right of termination), first offer, first refusal, modification, cancellation or acceleration of any obligation or to the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a any Lien (except a Permitted Lien) on in or upon any of the Purchased Assets pursuant to properties, rights or other assets of Purchaser any of its Subsidiaries under (i) the Purchaser Charter and Purchaser Bylaws, (ii) the organizational documents of, or stockholder agreement relating to, any of Purchaser’s Subsidiaries, (iii) any Contract to which the Company Purchaser or any of its subsidiaries Subsidiaries is a party or by which any of them or any of their respective properties, rights or other assets is bound or subject, or (iv) assuming the Company Purchaser Stockholders Approval, the consents, approvals, filings and other matters referred to in Section 4.05(b) are duly obtained or made, any Law or Order applicable to Purchaser or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is boundtheir respective properties, exceptrights or other assets, other than, in the case of clauses (ii) and clause (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breachdefaults, defaultrights, lossterminations, rightmodifications, requirement cancellations or accelerations, losses or creations of notice or consent or other occurrence which would notany Liens that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company Seller do not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated hereby by the Transaction Agreements Seller will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Seller Articles or Seller By-Laws or the Company’s amended and restated bylaws, as amendedSubsidiary Organizational Documents, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law federal, state or local statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) applicable to the Purchased Assets Seller or any Seller Subsidiary or by which its or any of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or encumbrance on any of the Purchased Assets properties or assets of the Seller or any Seller Subsidiary pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Seller or any of its subsidiaries Seller Subsidiary is a party or by which the Company Seller or any Seller Subsidiary or its or any of its subsidiaries (with respect to the Purchased Assets) their respective properties is bound or by which any Purchased Asset is boundaffected, except, except in the case of clauses (ii) and (iii), above, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Sections 17-1286 through 17-1298 and Sections 17-12,100 through 17-12,104 of the KGCC are inapplicable to the execution, delivery or performance of this Agreement and the transactions contemplated thereby, including the Merger. No other “business combination,” “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under Kansas state law applies to the execution, delivery or performance of this Agreement or any of the transactions contemplated hereby by the Seller, including the Merger.

No Conflict; Required Filings and Consents. (a) Section 3.5.1 The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, (iA) assuming the Required Company Shareholders and the Required TARP Preferred Holders (to the extent that the TARP Preferred Stock remains outstanding at the Effective Time) approve this Agreement, conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amended, Company Articles or the Company’s amended and restated bylaws, as amendedCompany Bylaws or any equivalent organizational documents of any Company Subsidiary, (iiB) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below permits described in Section 3.5.2 have been obtained, obtained and all filings and notifications described in such clauses of subsection (b) below Section 3.5.2 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or (iiiC) assuming that all consents, approvals, authorizations and permits described in Section 3.5.2 have been obtained and all filings and notifications described in Section 3.5.2 have been made and any waiting periods thereunder have terminated or expired, or require any consent or approval under, result in any breach of or violation any loss of any benefit under, or constitute a change of control or default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien lien or other encumbrance (except a other than Permitted LienLiens) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, Company Permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (iiB) and (iiiC), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by Company, delivery Hermes Sub I and performance Hermes Sub II does not, and, assuming receipt of the Transaction Agreements by the Company do not, Stockholder Approval and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, as applicable, the performance of this Agreement, the transactions contemplated hereby and Company’s, Hermes Sub I’s and Hermes Sub II’s obligations hereunder will not: (i) conflict with or violate result in a violation of any provision of (A) the Company Charter or the Company Bylaws, or (B) any comparable Organizational Documents of any Company Subsidiary, (ii) conflict with or result in any violation of any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of any obligation or violation any loss of any benefit or increase in any cost or obligation of Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or give to any other Person any right of, or result in a, termination, modification, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries is a party Company Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or by other legally binding obligation to which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset Company Subsidiary is bounda party, except, in the case of as to clauses (i)(B), (ii) and (iii)) above, for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would notas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement and performance of the Transaction Agreements each Ancillary Agreement by the Company do does not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated each Ancillary Agreement by the Transaction Agreements Company will not, (i) assuming the Required Company Stockholder Approval is obtained, conflict with with, breach or violate any provision of the Company’s amended and restated certificate Company Certificate or Company By-laws or any equivalent organizational documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 3.5(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 3.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, or constitute a change of control or default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation or acceleration of any obligations under a Lien (except a Permitted Lien) or other encumbrance on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries is a party Company Subsidiary pursuant to, any note, bond, mortgage, indenture, Contract, license, Company Permit or by which the Company other instrument or any of its subsidiaries (obligation, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breachdefaults, defaultterminations, loss, right, requirement of notice or consent accelerations or other occurrence occurrences which have not had or would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay or materially impair the consummation of the Merger or (2) have a Company Material Adverse Effect. Section 3.5 of the Company Disclosure Schedule sets forth a correct and complete list of Company Material Contracts pursuant to which consents, waivers or notices are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (1) and (2) above).

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.05(a) of the Transaction Agreements by Disclosure Schedule and except as set forth in the Organizational Documents, Ground Leases, loan documents evidencing or securing Indebtedness, all of which have been made available to Parent, subject to the receipt of the Company Shareholder Approval, the execution and delivery of this Agreement by any of the Company Parties do not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements their respective obligations hereunder will not, (i) conflict with or violate (1) the Company Charter or the Company Bylaws, (2) the Operating Partnership Agreement or the certificate of limited partnership of the Operating Partnership or (3) the organizational documents of any Subsidiary or, to the knowledge of the Company’s amended and restated certificate , the organizational documents of incorporationany JV Entity, as amended, amended or the Company’s amended and restated bylaws, as amendedsupplemented, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of other actions described in subsection (b) below of this Section 4.05 have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (b) below of this Section 4.05 have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets Company, the Operating Partnership or any Subsidiary or, to the knowledge of the Company, any JV Entity, or by which any property or asset of the Company, the Operating Partnership or any Subsidiary or, to the knowledge of the Company, any JV Entity, is bound, or (iii) require any consent or result in any violation or breach or violation of or constitute a default (with or an event, which, with without notice or lapse of time or both) a default (or give to others any right of termination, would become a defaultamendment, acceleration or cancellation or any right to purchase or sell assets or equity) or under, result in the loss of a any material right or benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the triggering of any payments or result in the creation of a Lien (except a Permitted Lien) or other encumbrance on any property or asset of the Company, the Operating Partnership or any Subsidiary or, to the knowledge of the Company, any JV Entity, pursuant to, any of the Purchased Assets pursuant to terms, conditions or provisions of any material Permit, Material Company Lease or Material Contract to which the Company or any of its subsidiaries Subsidiary is a party or by which the Company it or any of its subsidiaries (with respect to the Purchased Assets) respective properties or by which any Purchased Asset is assets may be bound, except, in the case of with respect to clauses (i)(3), (ii) and (iii), for any such conflictmatter, violation, Lien, breach, default, loss, right, requirement of notice event or consent or other occurrence which consequence described herein that would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Mergers and the other transactions contemplated by this Agreement or (B) reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do and the Company Operating Partnership does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated hereby by the Transaction Agreements Company and the Company Operating Partnership will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate of incorporation, as amended, Company Charter or the Company’s amended and restated bylaws, as amendedCompany Bylaws or the Company Operating Partnership Agreement or (B) any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any other Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, mortgage, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided that, for the avoidance of doubt, for purposes of this Section 4.5(a) the exceptions set forth in clauses (vi) and (vii) of the definition of “Company Material Adverse Effect” shall not apply to any such conflicts, violations, breaches, defaults or other occurrences in determining whether a Company Material Adverse Effect has occurred).

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion performance of this Agreement by the Company and the consummation by the Company of the sale Transactions will not (with or without notice or lapse of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will nottime, or both), (i) conflict with or violate the Company’s amended and restated certificate of incorporationCompany Articles, as amended, the Company Bylaws or the Company’s amended and restated bylaws, as amendedarticles of incorporation or bylaws (or equivalent organizational documents) of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations and Permits contemplated by clauses (idescribed in Section 3.04(b) through (v) of subsection (b) below have been obtained, and that all filings and notifications other actions described in such clauses of subsection (bSection 3.04(b) below have been made or taken and any waiting periods thereunder have terminated or expiredthat the Company Shareholder Approval has been obtained, conflict with or violate any Law federal, state, local or foreign law, statute, ordinance or law, or any rule, regulation, standard, Order or agency requirement of any Governmental Authority (“Law”) applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach or violation of or of, constitute a default (by the Company or an eventany Company Subsidiary under, whichresult in the termination of or give to others any right of termination, with notice vesting, amendment, acceleration or lapse of time or bothcancellation under, would become a default) or result in the loss of a any benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a any Lien (except other than a Permitted Lien) on any the properties or assets of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract to which the Company or any of its subsidiaries Company Subsidiary is a party party, or by which any property or asset of the Company or any of its subsidiaries (Company Subsidiary is bound or affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and foregoing clause (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements by the Company of this Agreement do not, and the completion performance of the sale of the Purchased Assets its obligations hereunder and the other transactions contemplated by the Transaction Agreements thereunder will not, (i) conflict with or violate the Company’s amended and restated Company Charter or Company Bylaws or any provision of the certificate of incorporation, as amended, bylaws or the Company’s amended and restated bylaws, as amendedother similar organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of other actions described in subsection (b) below of this Section 5.05 have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (b) below of this Section 5.05 have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, (iii) require any consent or waiver under or result in any violation or breach or violation of or constitute a default (with or an event, which, with without notice or lapse of time or both, would become ) a default) default (or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationamendment, adverse amendment acceleration, prepayment or acceleration of, require notice cancellation or consent to a loss of any benefit to which the Company or any Company Subsidiary is entitled) under, or result in the creation triggering of a Lien (except a Permitted Lien) on any of the Purchased Assets payments pursuant to (A) any Contract agreement, lease, license, contract, loan, note, mortgage, indenture, undertaking or other commitment or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound or (B) any Permit affecting, or relating in any way to, the assets or business of the Company and the Company Subsidiaries or (iv) result in the creation or imposition of any Lien or other encumbrance (except for Permitted Liens) on any property or asset of the Company or any of its subsidiaries (Company Subsidiary except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii), (iii) and (iii)iv) such triggering of payments, for any such conflictLiens, violationencumbrances, Lienfilings, breachnotices, defaultpermits, lossauthorizations, rightconsents, requirement of notice approvals, violations, conflicts, breaches or consent or other occurrence defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the other Transaction Agreements by the Company do notDocuments to which either is a party, and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements herein and therein, do not and will not, (i) violate, conflict with or violate the Company’s amended and restated certificate of incorporation, as amendedwith, or result in any breach of any provisions of the Company’s amended and restated bylaws, as amended, Governing Documents of Parent or Merger Subsidiary; (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses violate any Applicable Law binding upon Parent or Merger Subsidiary; or (iiii) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredviolate, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in any a violation or breach or violation of of, or constitute a default (with or an event, which, with without due notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to terms, conditions or provisions of any Contract to which the Company Parent or any of its subsidiaries Merger Subsidiary is a party or by which the Company Parent or Merger Subsidiary or any material portion of its subsidiaries (their respective assets is bound; except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and clause (iii), for such violations, conflicts, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of Parent or Merger Subsidiary to perform its respective obligations under this Agreement and the other Transaction Documents to which either of them is or will be a party. No Consent of any Governmental Authority or any other Person is required by Parent or Merger Subsidiary in connection with the execution, delivery and performance by Parent or Merger Subsidiary of this Agreement and the other Transaction Documents to which either of them is a party or the consummation of the transactions contemplated herein and therein, except for (A) the filing of a pre-merger notification and report form under the HSR Act and the expiration or termination of the applicable waiting period thereunder, (B) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, and (C) such conflictother consents and approvals, violation, Lien, breach, default, loss, right, requirement the absence or omission of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have materially impair the ability of Parent or Merger Subsidiary to perform its respective obligations under this Agreement and the other Transaction Documents to which either of them is or will be a Material Adverse Effectparty.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby will not, not (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or Bylaws or the comparable governing documents of any subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings filings, notifications and notifications other actions described in such clauses of subsection (b) below have been made or taken (and any waiting periods thereunder have terminated or expired), and the Company Requisite Vote has been obtained, conflict with or violate any Law applicable to the Purchased Assets Company or any of its subsidiaries or by which its or any of their respective assets, rights or properties are bound or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets material assets, rights or properties of the Company or any of its subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is its or their respective assets, rights or properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent right or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by the Transaction Agreements Company, the consummation of the Offer, and, subject to the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company’s stockholders under the DGCL to the extent required by applicable Law, the consummation by the Company do not, and the completion of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby, do not and will not, (i) conflict with or violate the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or Bylaws of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement of any Governmental Entity (“Law”) or any Nasdaq rule or regulation applicable to the Purchased Assets Company or any of its Subsidiaries or by which any of their respective properties are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or (B) result in the loss of a benefit to which the Company under, or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or (C) result in the creation of a any Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to properties or assets of the Company or any Contract of its Subsidiaries under any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, acceleration, loss, right, requirement of notice or consent Lien or other occurrence which would notnot (I) have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (II) prevent or materially impair or reasonably be expected to have a Material Adverse Effectprevent or materially impair the ability of the Company to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The executionAssuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery and performance of this Agreement or the Transaction Agreements Company Option Agreement by the Company do not, and nor the completion consummation of the sale of the Purchased Assets and the Scheme or other transactions contemplated hereby nor compliance by the Transaction Agreements Company with any of the provisions hereof will not, (i) violate, conflict with or violate the Company’s amended and restated certificate of incorporation, as amendedwith, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets or (iii) result in a breach of any breach or violation of provision of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become constitute a default) under, or result in the loss of termination or suspension of, or accelerate the performance required by, or result in a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment termination or acceleration of, require notice or consent under, or result in the creation of a any Lien (except a Permitted Lien) on upon any of the Purchased Assets pursuant to properties or assets of the Company or any Contract of its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indenture or deed of trust to which the Company or any of its subsidiaries such Subsidiary is a party or by to which they or any of their respective properties or assets may be subject, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is boundof their respective properties or assets, except, in the case of clauses (iii) (y) and (iii)z) and (ii) above, for any such conflictviolations, violationconflicts, Lienbreaches, breachdefaults, defaultterminations, losssuspensions, rightaccelerations, requirement rights of notice termination or consent acceleration or other occurrence creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.4 of the Disclosure Letter the execution, delivery and performance of the Transaction Agreements by the Company do not, of this Agreement and the completion consummation of the sale of Transactions (including the Purchased Assets Merger) do not and the other transactions contemplated by the Transaction Agreements will not, not (i) contravene or conflict with the Articles of Incorporation or violate First Amended and Restated Bylaws of the Company’s amended and restated certificate of incorporation, as amended, Company or the Company’s amended and restated bylaws, as amended, equivalent organizational documents of any of its subsidiaries; (ii) assuming that all consents, approvals, authorizations and Permits approvals contemplated by clauses (i) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (b) below therein have been made and any waiting periods thereunder have terminated made, contravene or expired, conflict with or violate constitute a violation of any Law provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Purchased Assets Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in any the breach or violation termination of any provision of or constitute a default (with or an event, which, with without the giving of notice or the lapse of time or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or loss or impairment of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, require notice any obligation of the Company or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to its subsidiaries under any Contract indenture, mortgage, deed of trust, lease, license, contract, instrument or other 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 assets or properties is subject or bound; or (with respect to iv) result in the Purchased Assets) creation or by which imposition of any Purchased Asset is boundLien on any asset of the Company or any of its subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictcontraventions, violationconflicts, Lienviolations, breachbreaches, defaultterminations, lossdefaults, rightcancellations, requirement of notice or consent or other occurrence losses, impairments, accelerations and Liens which would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect.