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

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) conflict with or violate any provision of (A) the certificate of incorporation and bylaws of Parent, Parent Charter or the Parent Bylaws or Merger Sub’s articles of organization or limited liability company agreement, (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, or (C) any Starwood Transaction Document, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub, or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (immediately including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 4.3 of the Disclosure Schedule, neither the execution, delivery and delivery performance by GEC and Seller of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by ParentAncillary Agreements to which they are a party, Merger Sub I and Merger Sub II and nor the consummation by GEC and Seller of the Mergers and the other transactions contemplated by this Agreement hereby and thereby, will not, (i) violate, conflict with or violate result in the breach of any term or provision of the certificate of incorporation and bylaws incorporation, bylaws, limited liability company agreement (or similar organizing documents) of ParentGEC, Seller, the Companies or the equivalent organizational documents of any Subsidiary of Parentthe Companies, each as in effect on the date hereof and as may be further amended prior to the Closing, (ii) assuming that all consentsthe waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtainedas amended, and all filings described therein have the rules and regulations promulgated thereunder (the “HSR Act”), has expired or been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)terminated, conflict with or violate any Law applicable to Parent GEC, Seller, the Companies or its Subsidiaries or by which any property or asset Subsidiary of Parent the Companies or any of its Subsidiaries is bound their respective assets, properties or affected, businesses or (iii) require any consent conflict with or other action by any Person underviolate, result in a the breach of any term or provision of, or constitute a default (or an event that which with the giving of notice or lapse of time time, or both both, would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, acceleration acceleration, consent, suspension, revocation 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 creation of any right mortgage, pledge, hypothecation, claim, security interest, encumbrance, interest, option, lien or benefit to which Parent other restriction (collectively, “Encumbrances”) on any of the Shares or on any of the assets or properties of the Companies or any Subsidiary of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party the Companies or by which Parent or pursuant to any of its SubsidiariesMaterial Contract (as defined in Section 4.7); except, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), ) and (iii) and (iv) only, for any such violations, conflicts, violations, breaches, defaults defaults, rights of termination, amendment, acceleration, consent, suspension, revocation or other occurrences cancellation or creation of any Encumbrance that (A) would not, individually or in the aggregate, reasonably be likely expected to have a Parent Seller Material Adverse EffectEffect or (B) would become applicable solely as a result of the business or activities in which Purchaser engages in or the status of any facts pertaining to Purchaser.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, REIT Merger Sub I and Partnership Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws any organizational or governing document of Parent, REIT Merger Sub or the equivalent organizational documents of any Subsidiary of ParentPartnership Merger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.3(b) have been obtained, and all filings and notifications described therein in Section 5.3(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries each of Parent, REIT Merger Sub and Partnership Merger Sub or by which any property or asset of Parent each of Parent, REIT Merger Sub and Partnership Merger Sub is bound, or any of its Subsidiaries is bound or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 5.3(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent, REIT Merger Sub or Partnership Merger Sub under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent Parent, REIT Merger Sub or its SubsidiariesPartnership Merger Sub pursuant to, except in the case of any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, REIT Merger Sub or Partnership Merger Sub is a party except, as to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentCF Corp, Merger Sub I Parent and Merger Sub II do not, and the performance of this Agreement by ParentCF Corp, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement will notnot (subject to receipt of the CF Corp Required Vote), (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parentincorporation, by-laws or the equivalent organizational charter documents of any Subsidiary of ParentCF Corp, Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b5.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent CF Corp or its Subsidiaries or by which any property or asset of Parent CF Corp or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent CF Corp or any of its Subsidiaries is entitled under, any Contract to which Parent CF Corp or any of its Subsidiaries is a party or by which Parent CF Corp or any of its Subsidiaries, or any property or asset of Parent CF Corp or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent CF Corp or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent CF Corp Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub the REIT II Parties do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) conflict with or violate any provision of (A) the certificate of incorporation and bylaws of Parent, REIT II Governing Documents or the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother REIT II Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.3(b) have been obtained, and all filings and notifications described therein in Section 5.3(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent REIT II or its Subsidiaries any REIT II Subsidiary or by which any property or asset of Parent REIT II or any of its Subsidiaries REIT II Subsidiary is bound bound, or affected, (iii) except as set forth in Section 5.3(a)(iii) of the REIT II Disclosure Letter require any consent or other action approval (except as contemplated by any Person Section 5.3(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of REIT II or any REIT II Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent REIT II or its Subsidiariesany REIT II Subsidiary pursuant to, except in the case of any Contract or Permit to which REIT II or any REIT II Subsidiary is a party, except, as to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent REIT II Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the CVR Agreement (as applicable) by each of Parent, First Merger Sub I and Second Merger Sub II do not, and the performance of this Agreement and the CVR Agreement (as applicable) by each of Parent, First Merger Sub I and Second Merger Sub II Sub, and the consummation of the Mergers and the other transactions contemplated by this Agreement Transactions, will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws incorporation, certificate of Parentformation, bylaws, operating agreement or the other equivalent organizational documents of any Subsidiary of either Parent, First Merger Sub or Second Merger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by other actions described in Section 5.05(b) have been obtained, obtained or taken and all filings and obligations described therein in Section 5.05(b) have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)made or satisfied, conflict with or violate any Law applicable to Parent Parent, First Merger Sub or its Subsidiaries Second Merger Sub or by which any property or asset of Parent either of them is bound, or any of its Subsidiaries is bound or affected, (iii) violate, conflict with, require any consent or other action by any Person under, result in a any breach of, result in loss of benefit under, or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, 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 creation of an Encumbrance (other than a Permitted Encumbrance) on any right property or benefit asset of Parent, First Merger Sub or Second Merger Sub pursuant to, any loan or credit agreement, note, bond, debenture, mortgage, indenture, deed of trust, contract, agreement, lease, Parent Permit or other instrument or obligation to which Parent Parent, First Merger Sub or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Second Merger Sub is a party or by which Parent Parent, First Merger Sub or Second Merger Sub or any of its Subsidiariestheir respective assets or properties is bound, or any property or asset of Parent or any of its Subsidiariesexcept, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of respect to clauses (ii), ) and (iii) and (iv) of this Section 5.05(a), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each of ParentParent and Merger Sub, the consummation by Parent or Merger Sub I and of the Transactions or compliance by Parent or Merger Sub II do not, and with any of the performance provisions of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents or governing documents) of any Subsidiary of Parent(x) Parent or (y) Merger Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b4.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any of its Subsidiaries Merger Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesMerger Sub pursuant to, except any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of Parent or Merger Sub is bound, other than, in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would notnot have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Section 3.5(a) of the Parent Disclosure Schedule includes a list as of the date hereof (or such other date specified in Section 3.5(a) of the Parent Disclosure Schedule) of: (i) all loan agreements, indentures, mortgages, notes, pledges, conditional sale or title retention agreements, security agreements, equipment obligations, guaranties, standby letters of credit, equipment leases or lease purchase agreements to which Parent or any of its subsidiaries is a party or by which any of them is bound, each in an amount equal to or exceeding $500,000, but excluding any such agreement between Parent and its wholly-owned subsidiaries or between two or more wholly-owned subsidiaries of Parent; (ii) all contracts, agreements, commitments or other understandings or arrangements to which Parent or any of its subsidiaries is a party or by which any of them or any of their respective property or assets are bound or affected, but 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 Parent or any of its subsidiaries of less than $1,000,000 in any single instance but not more than $2,000,000 in the aggregate; and (iii) all agreements which, as of the date hereof, are required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts." (b) Except as disclosed in Section 3.5(b) of the Parent Disclosure Schedule, (i) neither the Parent 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) or (iii) of Section 3.5(a), (ii) to the best knowledge of Parent, no other party to any of the agreements, contracts or other instrument referred to in clauses (i), (ii) or (iii) of Section 3.5(a) has breached or is in default of any of its obligations thereunder, and (iii) each of the agreements, contracts and other instruments referred to in clauses (i), (ii) or (iii) of Section 3.5(a) is in full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that would not have a Material Adverse Effect. (c) Except as set forth in Section 3.5(c) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do not, and assuming that the conditions described in Sections 6.1(b) and (c) are satisfied, the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision the Certificate of the certificate Incorporation or By-Laws of incorporation and bylaws of Parent, Parent or the equivalent organizational documents of any Subsidiary of ParentMerger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or any of its Subsidiaries subsidiaries or by which any property its or asset of Parent or any of its Subsidiaries is their respective properties are bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, 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 creation of a Lien on any right of the properties or benefit assets of Parent or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which Parent or any of its Subsidiaries, subsidiaries or any property or asset of Parent its or any of its Subsidiaries, is their respective properties are bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesaffected, except in the any such case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to not have a Parent Material Adverse Effect.. (d) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Blue Sky Laws, the pre-merger notification requirements of the HSR Act, and the filing and recordation of appropriate merger or other documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay Parent or Merger Sub from performing their respective obligations under this Agreement or would not otherwise have a Material Adverse Effect. Section 3.6

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Xxxxxx and Merger Sub II do Sub, as applicable, does not, and assuming that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, as applicable, the performance of this Agreement by ParentAgreement, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement hereby and Parent’s and Xxxxxx Sub’s obligations hereunder will not, (i) conflict with or violate result in a violation of any provision of (A) the certificate of incorporation and bylaws of ParentParent Charter or Parent Bylaws, or the equivalent organizational documents (B) any comparable Organizational Documents of any Subsidiary of ParentParent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate result in any violation of any Law applicable to Parent, or any Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 5.5(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of, or result in a termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent or its Subsidiariesany Parent Subsidiary is a party, except in the case of other than a Parent Permitted Lien, except, as to clauses (iii)(B), (iiiii) and (iviii) for any such conflictsabove, violations, breaches, defaults or other occurrences that would notas, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentPubCo, First Merger Sub I and Second Merger Sub II do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the Cayman Companies Act and the DGCL, as applicable, and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule being made, obtained or given, the performance of this Agreement by ParentPubCo, First Merger Sub I and Second Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, not (i) conflict with or violate any provision of the certificate of incorporation and bylaws of ParentPubCo Charter, the First Merger Sub Organizational Documents or the equivalent organizational documents of any Subsidiary of Parent, Second Merger Sub Organizational Documents (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and waivers contemplated by other actions described in Section 5.05(b) have been obtained, obtained and all filings and obligations described therein in Section 5.05(b) have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent PubCo, First Merger Sub or its Subsidiaries Second Merger Sub or by which any property or asset of Parent or any of its Subsidiaries thereof is bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent PubCo, First Merger Sub or its SubsidiariesSecond Merger Sub pursuant to, except in the case of any Material Contract, except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually not have or in the aggregate, reasonably be likely expected to have a Parent PubCo Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated hereby by this Agreement each of Parent and Merger Sub will not, not (i) assuming receipt of the Parent Shareholder Approval and the Parent Name Change Approval, conflict with or violate any provision of the certificate of incorporation and Parent Articles or Parent Bylaws, Merger Sub’s charter or bylaws of Parent, or the any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub or any other Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, Contract, ground lease, Real Property Lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (ii), (iii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement or the Parent Documents by each of ParentParent and/or Merger Sub, the consummation by Parent or Merger Sub I of the transactions contemplated hereby and thereby, including the Merger, or compliance by Parent or Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation with any of the Mergers and the other transactions contemplated by this Agreement provisions hereof or thereof will not, (i) conflict with or violate any provision of the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents or governing documents) of any Subsidiary of ParentParent or Merger Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b4.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any of its Subsidiaries Merger Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesMerger Sub pursuant to, except any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of Parent or Merger Sub is bound, other than, in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would notnot have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub REIT I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) assuming receipt of the Stockholder Approvals, conflict with or violate any provision of (A) the certificate of incorporation and bylaws of Parent, REIT I Governing Documents or the (B) any equivalent organizational or governing documents of any Subsidiary of Parentother REIT I Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.3(b) have been obtained, and all filings and notifications described therein in Section 4.3(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent REIT I or its Subsidiaries any REIT I Subsidiary or by which any property or asset of Parent REIT I or any of its Subsidiaries REIT I Subsidiary is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 4.3(b)) under, result in a any breach of any obligation or 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 that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent REIT I or its Subsidiariesany REIT I Subsidiary pursuant to, except in the case of any Contract or Permit to which REIT I or any REIT I Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iviii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent REIT I Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated hereby by this Agreement each of Parent and Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or Parent Bylaws, Merger Sub’s certificate of incorporation and bylaws of Parent, formation or the limited liability company agreement or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub or any other Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement or any other Transaction Document (to which Parent is or will be a party) by each of Parent, Merger Sub I and Merger Sub II does not, and subject to receipt of the filing and recordation of appropriate merger documents or other documents as required by the DGCL, and the performance of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Parent Organizational Documents or the equivalent organizational documents of any Subsidiary of ParentMerger Sub Organizational Documents, as applicable, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and waivers contemplated by other actions described in Section 5.04 and Section 5.05(b) have been obtained, obtained and all filings and obligations described therein in Section 5.05(b) have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent Parent, Merger Sub I or its Subsidiaries Merger Sub II or by which any of its property or asset of Parent or any of its Subsidiaries assets is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse give rise to a right of time or both) in triggering payment of any payment fee, penalty, benefit or other obligations amount under, or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a material Lien on any property or asset of Parent Parent, Merger Sub I or its SubsidiariesMerger Sub II pursuant to, except in the case any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent, Merger Sub I or Merger Sub II is a party or by which Parent, Merger Sub I, Merger Sub II or any of their respective property or assets are bound or affected, except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.5.1 The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (iA) conflict with or violate any provision of the certificate of incorporation and bylaws of ParentParent Certificate, the Parent By-laws, the Merger Sub Certificate or the equivalent organizational documents of any Subsidiary of ParentMerger Sub By-laws, (iiB) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b) 4.5.2 have been obtained, obtained and all filings and notifications described therein in Section 4.5.2 have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries Parent Subsidiary is bound or affectedaffected or (C) except as set forth in the Parent Disclosure Schedule, (iii) require any consent or other action by any Person approval under, result in a any breach of, or any loss of or any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub or any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Parent Permit or its Subsidiariesother instrument or obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is party, except, as to clauses (ii), (iiiB) and (iv) C), respectively, for any such consents, approvals, conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, reasonably be likely expected to (x) have a Parent Material Adverse EffectEffect or (y) prevent the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated hereby by this Agreement each of Parent and Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s certificate of incorporation and bylaws of Parent, formation or the limited liability company agreement or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub, or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (immediately including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent of this Agreement does not, the execution and delivery by each of Parent, Merger Sub I each other Seller and Merger Sub II do each Business Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by Parent, such Seller or such Business Company of this Agreement by Parentand each other Transaction Document to which it is, Merger Sub I and Merger Sub II or is specified to be, a party and the consummation of the Mergers and the other transactions contemplated by this Agreement Transactions will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws organizational documents of Parent, any other Seller or the equivalent organizational documents of any Subsidiary of ParentBusiness Company, (ii) assuming that all consents, approvals, authorizations and waivers Consents contemplated by Section 5.05(b2.05(b) below have been obtained, and all filings Filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any judgment, order, decree, writ, injunction or award of a Governmental Entity (“Order”) or any law (including common law), statute, ordinance, rule or regulation, including any Applicable Gaming Law (“Law”) applicable to Parent Parent, any other Seller, any Business Company or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affectedthe Business, (iii) assuming that all Consents contemplated by Section 2.05(b) below have been obtained, and all Filings described therein have been made, require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, modification, acceleration or cancellation of, result any Material Contract or Consent (immediately or with notice or lapse including, for the avoidance of time or both) in triggering any payment or other obligations underdoubt, or result in under the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled underCredit Documents), any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, license, sublicense, restriction, encroachment, adverse claim, title defect (or similar irregularity), option, restriction on transfer (such as a Lien right of first refusal or other similar right), covenant, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) (other than a Permitted Lien) on any property or asset of Parent or its Subsidiariesthe Business, except in the case of clauses (ii), (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences of the foregoing that would not, individually or in the aggregate, reasonably be likely expected to have a Parent Business Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, approvals, authorizations and permits described in Section 5.3(b) have been obtained, all filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws any organizational or governing document of Parent, Merger Sub or the equivalent organizational documents of any Subsidiary of ParentNew Merger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent any of Parent, Merger Sub or its Subsidiaries any New Merger Sub or by which any property or asset of Parent any of Parent, Merger Sub or any of its Subsidiaries New Merger Sub is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 5.3(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent, Merger Sub or any New Merger Sub under, or constitute a default (or an event that with notice or lapse of time or both would become a default) underthat, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to any other Person any right of termination, amendment, acceleration or cancellation of, result (immediately with or with without notice or the lapse of time or both) in triggering any payment or other obligations underof, or result in the loss of give rise to any right of purchase, first offer or benefit to which Parent forced sale under or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent Parent, Merger Sub or its Subsidiariesany New Merger Sub pursuant to, except in the case of any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub or any New Merger Sub is a party except, as to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notthat, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation by Parent and Merger Sub of the Mergers Merger and the other transactions contemplated by this Agreement Other Transactions will not, (i) conflict with with, violate or violate any provision result in a breach of the certificate Certificate of incorporation and bylaws Incorporation or Bylaws of Parent, Parent or the equivalent Merger Sub (or similar organizational documents of any Subsidiary of ParentParent Subsidiary), (ii) assuming that the Parent Stockholder Approval has been obtained and that all consents, approvals, authorizations filings and waivers contemplated by other actions described in Section 5.05(b4.4(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)made or taken, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent or its Subsidiaries Subsidiary, or by which any property or asset of Parent Parent, Merger Sub, or any of its Subsidiaries Parent Subsidiary, is bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, require consent or result in a loss of a benefit under, give rise to an obligation under, give to others any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary, pursuant to any Contract to which Parent, Merger Sub, or its Subsidiariesany Parent Subsidiary is a party, except in the case or by which Parent, Merger Sub, or any Parent Subsidiary, or any property or asset of Parent, Merger Sub, or any Parent Subsidiary, is bound or affected, except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that which have not had, and would not, individually or in the aggregate, not reasonably be likely expected to have have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentWWWX, the Acquisition Corp. and the Merger Sub I and Merger Sub II do not, and the performance of this Agreement consummation by ParentWWWX, the Acquisition Corp. and the Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement described herein will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the by-laws or equivalent organizational documents of WWWX, the Acquisition Corp., the Merger Sub or any Subsidiary of Parenttheir Subsidiaries, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent WWWX, the Acquisition Corp., the Merger Sub or its any of their Subsidiaries or by which any property or asset of Parent WWWX, the Acquisition Corp., the Merger Sub or any of its their Subsidiaries is bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others (immediately any right of purchase or with notice sale, or lapse of time or both) any right of termination, amendment, acceleration acceleration, increased payments 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 creation of a lien or other encumbrance on any right property or benefit to which Parent asset of WWWX, the Acquisition Corp., the Merger Sub or any of its their Subsidiaries is entitled underpursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent WWWX, the Acquisition Corp., the Merger Sub or any of its their Subsidiaries is a party or by which Parent WWWX, the Acquisition Corp., the Merger Sub or any of its Subsidiaries, their Subsidiaries or any property or asset of Parent WWWX, the Acquisition Corp., the Merger Sub or any of its Subsidiaries, their Subsidiaries is bound or affected or (iv) result (immediately or with notice or lapse of time or both) affected, , in the creation of a Lien on any property or asset of Parent or its Subsidiaries, each case except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences violations that would not, individually or in the aggregate, reasonably be likely to have a Parent WWWX Material Adverse Effect. WWWX, the Acquisition Corp., the Merger Sub and their Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item or to take any such action would not have, individually or in the aggregate, a WWWX Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and I, Merger Sub II and the Partnership do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement each of Parent, Merger Sub I, Merger Sub II and the Partnership will not, (i) conflict with or violate any provision of (A) the certificate of incorporation and bylaws organizational or governing documents of Parent, Merger Sub I, Merger Sub II or the Partnership or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.3(b) have been obtained, and all filings and notifications described therein in Section 5.3(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub I, Merger Sub II, the Partnership or any other Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub I, Merger Sub II, the Partnership or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person notice or approval under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub I, Merger Sub II, the Partnership or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in Merger Sub I, Merger Sub II, the case of Partnership or any other Parent Subsidiary is a party, except, as to clauses (ii), (iii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by each of Parent, Merger Sub I and Merger Sub II Ultimate Parent do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement hereby will notnot (with or without notice or lapse of time, or both) (i) conflict with assuming receipt of the Ultimate Parent Requisite Vote, breach or violate any provision the Ultimate Parent Articles of the certificate of incorporation and bylaws of Parent, Incorporation or the equivalent organizational Ultimate Parent Bylaws or any comparable governing documents of any Subsidiary subsidiary of Ultimate Parent, (ii) assuming that all consents, approvals, authorizations Consents and waivers contemplated by Filings set forth on Section 5.05(b5.5(b) have been obtained, and all filings described therein of the Parent Disclosure Schedule have been made, any waiting periods thereunder have terminated or expired, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)Ultimate Parent Requisite Vote has been received, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent or its Subsidiaries or by which any property or asset of Ultimate Parent or any of its Subsidiaries is subsidiaries or by which any of them or any of their respective properties are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 under, or give rise to any right Table of Contents of termination, cancellation, amendment or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiariesacceleration of, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the assets of Ultimate Parent or its Subsidiariesany subsidiary of Ultimate Parent pursuant to, except any Contract or License to which Ultimate Parent or any subsidiary of Ultimate Parent is a party, except, in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which does not have and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ultimate Parent or which would not reasonably be likely expected to have a prevent, materially delay or materially impede the consummation by Ultimate Parent Material Adverse Effectof the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do notSub, the execution and the performance delivery of this CVR Agreement by Parent, the consummation by Parent or Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement, including the Merger, or compliance by Parent or Merger Sub with any of the provisions of this Agreement or the CVR Agreement will not, (i) conflict with with, violate or violate breach any provision of the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents or governing documents) of any Subsidiary of Parent(x) Parent or (y) Merger Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law Law, judgment, writ or injunction or any Governmental Authority applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any of its Subsidiaries Merger Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesMerger Sub pursuant to, except any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of Parent or Merger Sub is bound, other than, in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Acquisition of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Transactions (including the Merger) do not and the other transactions contemplated by this Agreement will not, not (i) contravene or conflict with or violate any provision the limited liability company agreement of the certificate of incorporation and bylaws of Parent, Parent or the equivalent organizational documents Certificate of any Subsidiary Incorporation or Bylaws of Parent, Acquisition; (ii) assuming that all consents, approvals, authorizations and waivers approvals contemplated by Section 5.05(bsubsection (b) below have been obtained, obtained and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), contravene or 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 Parent or its Subsidiaries or by which any property or asset of Parent Acquisition or any of its Subsidiaries is bound or affected, their respective properties; (iii) require any consent conflict with, or other action by any Person under, result in a the breach or termination of any provision of or constitute a default (with or an event that with without the giving of notice or lapse of time or both would become a default) under, give to others (immediately or with notice or the lapse of time or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations undercancellation, or result in the loss of any right or benefit to which Parent or Acquisition is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition or any of its Subsidiaries is entitled undertheir respective properties, or allow the acceleration of the performance of, any Contract obligation of Parent or Acquisition under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or any of its Subsidiaries Acquisition is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent Acquisition or any of its Subsidiaries, their respective assets or properties is bound subject or affected bound; or (iv) result (immediately or with notice or lapse of time or both) in the creation or imposition of a any Lien on any property or asset of Parent or its SubsidiariesAcquisition, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that would notterminations, defaults, cancellations, losses, accelerations and Liens which, individually or in the aggregate, would not reasonably be likely to have a Parent Material Adverse Effectprevent or materially delay the consummation of the Offer or the Merger.

No Conflict; Required Filings and Consents. (a) The execution and Except as set forth in Section 3.5(a) of the Vornado Disclosure Letter, none of the execution, delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the or performance of this Agreement by Parentor the Ancillary Documents to which any Vornado Party, Merger Sub I and Merger Sub II and Newco or Newco OP is a party, the consummation of the Mergers and Transactions or compliance by such Vornado Parties, Newco or Newco OP with any of the other transactions contemplated by provisions of this Agreement or any Ancillary Document will not, (i) conflict with or violate result in any breach of any provision of (A) the Newco Declaration, the Newco Bylaws, the certificate of incorporation and bylaws limited partnership of Parent, Newco OP or the equivalent organizational documents Partnership Agreement or (B) any Governing Documents of any Subsidiary of ParentVornado Party or Vornado Included Entity, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b3.5(b) have been obtained, and all filings and notifications described therein in Section 3.5(b) have been mademade and any waiting periods thereunder have terminated or expired, and assuming require any filing by the accuracy and completeness Vornado Parties, Newco or Newco OP with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state or local (a “Governmental Entity”) (except for (x) compliance with applicable requirements of the representations Exchange Act and warranties contained (y) such filings as may be required in Section 4.05(bconnection with state and local Transfer Taxes), conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, automatically result in a modification, violation or breach of, or material increase in cost or obligation of any Vornado Included Entity, Newco or Newco OP under, or constitute a default (with or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with without notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, acceleration cancellation or cancellation of, result (immediately or with notice or lapse of time or bothacceleration) in triggering any payment or other obligations under, or result in the loss of give rise to any right of purchase, first offer or benefit to which Parent forced sale under or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent any Vornado Included Entity, Newco or its SubsidiariesNewco OP pursuant to any note, except bond, mortgage, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which any Vornado Included Entity, Newco or Newco OP is a party, (iv) assuming that all consents, approvals, authorizations and permits described in Section 3.5(b) have been obtained, all filings and notifications described in Section 3.5(b) have been made and any waiting periods thereunder have terminated or expired, violate any order, writ, injunction, decree or Law applicable to such Vornado Parties, Newco or Newco OP or any of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the case terms, conditions or provisions of (x) any Vornado Ground Lease other than any Vornado Ground Lease set forth in Section 3.5(a)(v)(x) of the Vornado Disclosure Letter (the “Required Vornado Ground Lease Consents”), (y) any Joint Venture Agreement of a Vornado Included Entity other than any Joint Venture Agreement set forth on Section 3.5(a)(v)(y) of the Vornado Disclosure Letter (the “Required Vornado JV Consents”), or (z) any Contract constituting an Indebtedness obligation of a Vornado Included Entity that relates to any of the Vornado Included Assets or pursuant to which any Vornado Included Entity could become an obligor pursuant to the Transactions other than any such Contract set forth on Section 3.5(a)(v)(z) of the Vornado Disclosure Letter (the “Required Vornado Debt Consents”), or (vi) require any consent or approval of, or notice to, any other Person, including, without limitation, from limited partners, members or parties to leases or other agreements or commitments, except, as to clauses (i)(B), (ii), (iii), (iv) and (iv) vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Vornado Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Colonial Disclosure Letter, the execution and delivery of this Agreement by each of Parent, Merger Sub I Colonial and Merger Sub II do Colonial LP does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement their respective obligations hereunder will not, (i) assuming receipt of the Colonial Shareholder Approval, conflict with or violate any provision of (A) the Colonial Declaration of Trust or Colonial Bylaws (B) the Colonial LP Agreement or the certificate of incorporation and bylaws limited partnership of Parent, Colonial LP or the (C) any equivalent organizational or governing documents of any Subsidiary of Parentother Colonial Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.5(b) have been obtained, and all filings and notifications described therein in Section 4.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent Colonial or its Subsidiaries any Colonial Subsidiary or by which any property or asset of Parent Colonial or any of its Subsidiaries Colonial Subsidiary is bound bound, or affected, (iii) assuming receipt of the Colonial Shareholder Approval, require any consent or other action approval (except as contemplated by any Person Section 4.5(b)) under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Colonial or any Colonial Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent Colonial or its Subsidiariesany Colonial Subsidiary pursuant to, except in the case of any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Colonial or any Colonial Subsidiary is a party, except, as to clauses (iii)(C), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Colonial Material Adverse Effect. Notwithstanding the foregoing, no representations and warranties shall be deemed to have been made under Section 4.5(a)(iii) with respect to the agreements (other than the Colonial LP Agreement) listed on Section 4.12(g) of the Colonial Disclosure Letter.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by ParentTRMT, Merger Sub I and Merger Sub II and the consummation by TRMT of the Mergers Merger and the other transactions contemplated by this Agreement Transactions to which it is a party, do not and will not, not (i) assuming receipt of the TRMT Shareholder Approval, conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of ParentTRMT Governing Documents, (ii) assuming receipt of the TRMT Shareholder Approval, conflict with or violate any provision of any TRMT Subsidiary Governing Documents, (iii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.4(b) have been obtained, and all filings and notifications described therein in Section 4.4(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent TRMT or its Subsidiaries any TRMT Subsidiary or by which any property or asset of Parent TRMT or any TRMT Subsidiary is bound, or (iv) except as set forth in Section 4.4(a)(iv) of its Subsidiaries is bound or affectedthe TRMT Disclosure Letter, (iii) require any notice, consent or other action by any Person approval under, result in a any breach of any obligation or any loss of any benefit or increase in any cost or obligations of TRMT or any TRMT Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent TRMT or its Subsidiariesany TRMT Subsidiary pursuant to any note, except in the case of bond, debt instrument, indenture, contract, agreement, license, permit or other legally binding obligation to which TRMT or any TRMT Subsidiary is a party except, as to clauses (ii), (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had, and would not reasonably be likely expected to have have, a Parent TRMT Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Parent Operating Partnership, REIT Merger Sub I and Partnership Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement each of Parent, Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the certificate of incorporation and bylaws of ParentParent Charter, Parent Bylaws, Parent Partnership Certificate, Parent Partnership Agreement or the equivalent organizational documents of REIT Merger Sub or Partnership Merger Sub or (B) any Subsidiary of Parentthe organizational or governing documents of any other Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or its Subsidiaries any other Parent Subsidiary or by which any property or asset of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) to the extent not obtained prior to the date hereof, require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, or cancellation or payment (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or its Subsidiariesany other Parent Subsidiary pursuant to, except in the case of any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger, the Charter Amendment and the other transactions contemplated hereby by this Agreement each of Parent and Merger Sub will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of the certificate of incorporation and Parent Charter or Parent Bylaws, Merger Sub’s charter or bylaws of Parent, or the any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub or any other Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub or any other Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (ii), (iii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent LP and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement each of Parent, Parent LP and Merger Sub will not, (i) conflict with or violate any provision of the certificate of incorporation and Parent Charter or Parent Bylaws, Merger Sub’s charter or bylaws of Parent, or the any equivalent organizational or governing documents of Parent LP or any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Parent LP, Merger Sub or its Subsidiaries any other Parent Subsidiary or by which any property or asset of Parent, Parent LP, Merger Sub or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) to the extent not obtained prior to the date hereof, require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Parent LP, Merger Sub or its Subsidiariesany other Parent Subsidiary pursuant to, except in the case of any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Parent LP, Merger Sub or any other Parent Subsidiary is a party, except, as to clauses (ii), (iii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.5(a) of the AMH Disclosure Letter, the execution and delivery of this Agreement by each of ParentAMH, AMH OP and OP Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement their respective obligations hereunder will not, (i) conflict with or violate any provision of (A) the AMH Declaration of Trust or AMH Bylaws (B) the AMH OP Agreement or the certificate of incorporation and bylaws limited partnership of Parent, AMH OP or the (C) any equivalent organizational or governing documents of any Subsidiary of Parentother AMH Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent AMH or its Subsidiaries any AMH Subsidiary or by which any property or asset of Parent AMH or any of its Subsidiaries AMH Subsidiary is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 5.5(b)) under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of AMH or any AMH Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent AMH or its Subsidiariesany AMH Subsidiary pursuant to, except in the case of any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which AMH or any AMH Subsidiary is a party, except, as to clauses (iii)(C), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent an AMH Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision the memorandum of the association, certificate of incorporation and bylaws incorporation, bye-laws or bylaws, each as amended to date, of Parenteither Parent or Merger Sub, or the equivalent organizational documents of any Subsidiary of Parentas applicable, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by other actions described in Section 5.05(b) have been obtained, and that all filings and obligations described therein in Section 5.05(b) have been made, made and assuming that the accuracy and completeness of the representations and warranties contained in Section 4.05(b)Parent Shareholder Approval has been obtained, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any either of its Subsidiaries them is bound or affected, or (iii) require result in any consent or other action by any Person breach of, loss of benefit under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, 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 creation of a lien or other encumbrance on any right property or benefit asset of Parent, Merger Sub or any Parent Significant Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Parent, Merger Sub or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Significant Subsidiary is a party or by which Parent Parent, Merger Sub or any of its Subsidiaries, Parent Significant Subsidiary or any property or asset of Parent or any of its Subsidiaries, them is bound or affected or (iv) result (immediately or affected, except, with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of respect to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to not have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Parent Governing Documents or the equivalent organizational documents of any Subsidiary of ParentMerger Sub Governing Documents, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.5(b) have been obtained, obtained and all filings and notifications described therein in Section 4.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or any other entity that is a subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries Parent Subsidiary is bound or affected, affected or (iii) except as set forth in Section 4.5(a) of the Parent Disclosure Schedule, require any consent or other action by any Person approval under, result in a any breach of, or any loss of any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub or any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or its Subsidiariesother instrument or obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is party, except, as to clauses (ii), (iii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults defaults, failures to obtain consent or approval or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. The Transactions will not require the consent or approval of any Governmental Authority with respect to antitrust Laws.

No Conflict; Required Filings and Consents. (a) The Assuming satisfaction of all applicable requirements referred to in Section 4.3 (b) below, the execution and delivery of this Agreement by each of ParentParent and Purchaser, Merger Sub I the compliance by Parent and Merger Sub II do not, Purchaser with the provisions hereof and the performance consummation by Parent and Purchaser of the transactions contemplated hereby will not conflict with or violate (i) any statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or ruling applicable to Parent or Purchaser or any of their properties, other than such conflicts or violations which individually or in the aggregate do not and will not have a material adverse effect on the business, properties, assets, results of operations or financial condition of Parent and Purchaser, taken as a whole, or (ii) conflict with or violate the Certificate of Incorporation or Bylaws of Parent or Purchaser. (b) Other than in connection with or in compliance with the provisions of the DGCL, the Exchange Act, the "takeover" or "blue sky" laws of various states and the HSR Act, (i) neither Parent nor Purchaser is required to submit any notice, report, registration, declaration or other filing with any Governmental Entity in connection with the execution or delivery of this Agreement by Parent, Merger Sub I Parent and Merger Sub II Purchaser or the performance by Parent and Purchaser of their obligations hereunder or the consummation by Parent and Purchaser of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consentsno waiver, approvalsconsent, authorizations approval, order or authorization of any Governmental Entity is required to be obtained by Parent or Purchaser in connection with the execution or delivery of this Agreement by Parent and waivers Purchaser or the performance by Xxxxxx and Purchaser of their obligations hereunder or the consummation by Parent and Purchaser of the transactions contemplated by Section 5.05(bthis Agreement. None of the information supplied by Parent or Purchaser for inclusion in the Proxy Statement shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) have been obtainedis first mailed to stockholders or at the time of the Company Stockholders' Meeting, and all filings described contain any untrue statement of a material fact required to be stated therein have been or necessary in order to make the statements made therein in light of the circumstances under which they were made, and assuming not misleading. 4.4 SCHEDULE 14D-1. Neither the accuracy and completeness Schedule 14D-1 nor the Offer Documents, nor any of the representations information supplied by Parent and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 Purchaser for inclusion in the loss Schedule 14D-9 and the Information Statement, shall at the respective times they are filed with the SEC or are first published, sent or given to stockholders or upon the expiration of the Offer, as the case may be, contain any right untrue statement of a material fact or benefit omit to state any material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading (except for information supplied by the Company for inclusion in the Schedule 14D-1 and the Offer Documents, as to which Parent and Purchaser make no representation). None of the information supplied by Parent or Purchaser for inclusion in the Proxy Statement shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of its Subsidiaries is entitled underthe Company Stockholders' Meeting and at the Effective Time, contain any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation untrue statement of a Lien on any property material fact required to be stated therein or asset necessary in order to make the statements made therein in light of Parent or its Subsidiariesthe circumstances under which they were made, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.not misleading. 4.5

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent, OP Merger Sub I and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement each of Parent, OP Merger Sub and Merger Sub will not, (i) conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws or Merger Sub’s certificate of incorporation and bylaws of Parent, formation or the limited liability company agreement or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, or any Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, Merger Sub, or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (immediately including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by ParentRMRM, Merger Sub I and Merger Sub II and the consummation by RMRM of the Mergers Merger and the other transactions contemplated by this Agreement Transactions to which it is a party, do not and will not, not (i) assuming receipt of the RMRM Shareholder Approval, conflict with or violate any provision of any RMRM Governing Documents, the certificate of incorporation and bylaws of ParentRMRM Post-Merger Charter, or the equivalent organizational documents of any Subsidiary of ParentRMRM Post-Merger Bylaws, (ii) assuming receipt of the RMRM Shareholder Approval, conflict with or violate any provision of any RMRM Subsidiary Governing Documents, (iii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.4(b) have been obtained, and all filings and notifications described therein in Section 5.4(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent RMRM or its Subsidiaries any RMRM Subsidiary or by which any property or asset of Parent RMRM or any RMRM Subsidiary is bound, or (iv) except as set forth in Section 5.4(a)(iv) of its Subsidiaries is bound or affectedthe RMRM Disclosure Letter, (iii) require any notice, consent or other action by any Person approval under, result in a any breach of any obligation or any loss of any benefit or increase in any cost or obligations of RMRM or any RMRM Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent RMRM or its Subsidiariesany RMRM Subsidiary pursuant to any note, except in the case of bond, debt instrument, indenture, contract, agreement, license, permit or other legally binding obligation to which RMRM or any RMRM Subsidiary is a party except, as to clauses (ii), (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had, and would not reasonably be likely expected to have a Parent have, an RMRM Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.5.1 The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (iA) conflict with or violate any provision of the certificate of incorporation and bylaws of ParentParent Articles, the Parent Bylaws, the Merger Sub Certificate or the equivalent organizational documents of any Subsidiary of ParentMerger Sub Bylaws, (iiB) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b) 4.5.2 have been obtained, obtained and all filings and notifications described therein in Section 4.5.2 have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or any other entity that is a subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries Parent Subsidiary is bound or affectedaffected or (C) except as set forth in the Parent Disclosure Schedule, (iii) require any consent or other action by any Person approval under, result in a any breach of, or any loss of any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub or any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or its Subsidiariesother instrument or obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is party, except, as to clauses (ii), (iiiB) and (iv) C), respectively, for any such consents, approvals, conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement hereby will not, not (i) conflict with or violate any provision of the certificate of incorporation and or bylaws of Parent, Parent or the equivalent organizational documents of any Subsidiary of ParentMerger Sub, (ii) assuming that all consents, approvals, authorizations and waivers Permits contemplated by Section 5.05(bclauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described therein in such clauses of subsection (b) below have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries is bound their or affected, their respective subsidiaries’ assets or properties or (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) underevent, give to others (immediately or which with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which Parent, Merger Sub or any of their respective subsidiaries are entitled under, give rise to any right of termination, amendmentcancellation, adverse amendment or acceleration or cancellation of, result (immediately or with require notice or lapse of time or both) in triggering any payment or other obligations consent under, or result in the loss creation of a Lien (except a Permitted Lien) on any right of the material assets or benefit to which Parent properties of Parent, Merger Sub or any of its Subsidiaries is entitled undertheir respective subsidiaries pursuant to, any Contract to which Parent or Merger Sub, or any of its Subsidiaries their subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent Merger Sub or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent their subsidiaries or its Subsidiariesor their respective assets or properties are bound, except except, in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesLien, defaults breach, default, loss, right, requirement of notice or consent or other occurrences that occurrence which would not, individually or in the aggregate, not reasonably be likely expected to have a prevent, materially delay or materially impair the ability of Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement or consummate the Merger or the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentAcquiror, First Merger Sub I and Second Merger Sub II do not, and the performance of this Agreement by Parenteach of Acquiror, First Merger Sub I and Second Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of ParentAcquiror Organizational Documents, the Domestication Organizational Documents, the First Merger Sub Organizational Documents or the equivalent organizational documents of any Subsidiary of ParentSecond Merger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and waivers contemplated by other actions described in Section 5.05(b5.5(b) have been obtained, obtained and all filings and obligations described therein in Section 5.5(b) have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent each of Acquiror, First Merger Sub or its Subsidiaries Second Merger Sub or by which any of their property or asset of Parent or any of its Subsidiaries assets is bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent each of Acquiror, First Merger Sub or its SubsidiariesSecond Merger Sub pursuant to, except in the case any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Acquiror, First Merger Sub or Second Merger Sub is a party or by which each of Acquiror, First Merger Sub or Second Merger Sub or any of their property or assets is bound or affected, except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually not have or in the aggregate, reasonably be likely expected to have a Parent an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger, the Charter Amendment and the other transactions contemplated hereby by this Agreement each of Parent and Merger Sub will not, directly or indirectly (with or without lapse of time or both) (i) assuming receipt of the Charter Amendment Approval, contravene, conflict with or violate any provision of (A) the certificate Parent Charter or Parent Bylaws, Merger Sub's charter or bylaws or any equivalent organizational or governing documents of incorporation and bylaws any other Subsidiary of ParentParent or (B) any resolution adopted by the Parent Board, the Parent Shareholders, or the equivalent organizational documents board of any Subsidiary directors or the shareholders of Parent's Subsidiaries, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.4(b) have been obtained, and all filings and notifications described therein in Section 5.4(b) have been mademade and any waiting periods thereunder have terminated or expired, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)contravene, conflict with or violate any Law applicable to Parent, Merger Sub or any other Subsidiary of Parent or its Subsidiaries or by which any property or asset of Parent Parent, Merger Sub or any other Subsidiary of its Subsidiaries Parent is bound or affectedbound, (iii) require any consent contravene, conflict with, or other action by any Person under, result in a violation or breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation provision 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 any right benefit or benefit to which Parent the imposition of any additional payment or any of its Subsidiaries is entitled other liability under, give any Person the right to declare a default or exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate, redeem, or modify any Contract to which Parent or any of its Subsidiaries is a party party, exercise any change in control or by which Parent or any of its Subsidiariessimilar put rights with respect to, or to require a greater rate of interest on, any property or asset debt obligations of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately in the imposition or creation of any Lien upon or with notice respect to any of the assets or lapse of time properties owned or both) in the creation of a Lien on used by Parent, Merger Sub or any property or asset other Subsidiary of Parent or its Subsidiariesexcept, except in the case of as to clauses (ii), (iii) ), and (iv) ), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each of ParentParent and Merger Sub, the consummation by Parent or Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement Agreement, including the Merger, and the Debt Financing, or performance of their obligations hereunder will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of ParentParent Organizational Documents, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and waivers contemplated by specified in Section 5.05(b) 5.3(b), including all Gaming Approvals, have been obtainedobtained or made and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any of its Subsidiaries Merger Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 creation of a Lien (other than, in the case of the Debt Financing, any right Lien required or benefit permitted thereunder) on any property or asset of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other Contract or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any property or asset of Parent or any of its SubsidiariesMerger Sub is bound, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesother than, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would not, individually or in the aggregate, reasonably be likely to have not constitute a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I 1 and Merger Sub II 2 of this Agreement do not, the execution and delivery by Parent, Merger Sub 1 and Merger Sub 2 of any instrument required hereby to be executed and delivered at the Closing will not, and the performance by Parent, Merger Sub 1 and Merger Sub 2 of their respective agreements and obligations under this Agreement by Parent, Merger Sub I 1 and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement 2 will not, (i) conflict with 36 or violate the Parent Charter, the Parent Bylaws, the Merger Sub 1 Charter Documents, the Merger Sub 2 Charter Documents or any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of ParentParent Sub Documents, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any material respect, conflict with or violate any Law applicable to Parent Parent, Merger Sub 1 or its Subsidiaries Merger Sub 2 or any Law by which any property or asset of Parent or any of its Subsidiaries is Parent's properties are bound or affected, (iii) require any consent or other action by any Person underexcept as would not reasonably be expected to have a Parent Material Adverse Effect, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair Parent's rights or alter the rights or obligations of any third party including monetary obligations under, or give to others (immediately or with notice or lapse of time or both) any right third party any rights of termination, amendment, payment, 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 creation of a Lien on any right of the properties or benefit assets (including intangible assets) of Parent pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiariesproperties is bound or affected, or (iv) other than options under the Parent Stock Plans, give rise to or result in any property person having, or asset having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Parent or any of its Subsidiaries, is bound assets or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effectproperties.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II the Parent Parties do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement their respective obligations hereunder will not, (i) conflict with or violate any provision of (A) the certificate of incorporation and bylaws of Parent, Parent Charter or the Parent Bylaws or (B) any equivalent organizational or governing documents of any Subsidiary of ParentParent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.5(b) have been obtained, and all filings and notifications described therein in Section 4.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries any Parent Subsidiary or by which any property or asset of Parent or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) except as set forth in Section 4.5(a) of the Parent Disclosure Letter, require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesany Parent Subsidiary pursuant to, except in the case of any contract to which Parent or a Parent Subsidiary is bound, except, as to clauses (ii), (iii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do Parent does not, and assuming receipt of the Parent Shareholder Approval and that all consents, approvals, authorizations and permits described in Section 5.5(b) have been obtained, all filings and notifications described in Section 5.5(b) have been made and any waiting periods thereunder have terminated or expired, as applicable, the performance of this Agreement by ParentAgreement, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement hereby and Parent’s obligations hereunder will not, (i) conflict with or violate result in a violation of any provision of (A) the certificate Parent Declaration of incorporation and bylaws of ParentTrust or Parent Bylaws, or the equivalent organizational documents (B) any comparable Organizational Documents of any Subsidiary of ParentParent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate result in any violation of any Law applicable to Parent, or any Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 5.5(b) or as set forth in Section 5.5(a)(iii) of the Parent Disclosure Letter) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of, or result in, termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent or its Subsidiariesany Parent Subsidiary is a party, except in the case of other than a Permitted Lien, except, as to clauses (iii)(B), (iiiii) and (iviii) for any such conflictsabove, violations, breaches, defaults or other occurrences that would notas which, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do not, the execution and delivery by Parent and Merger Sub of any instrument required hereby to be executed and delivered at the Closing will not and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II of their respective agreements and the consummation of the Mergers and the other transactions contemplated by obligations under this Agreement will not, (i) conflict with or violate the Parent Charter, the Parent Bylaws, the Merger Sub Charter Documents or any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of ParentParent Sub Documents, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any material respect, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or any Law by which any property or asset of Parent or any of its Subsidiaries is Parent’s properties are bound or affected, (iii) require any consent or other action by any Person underexcept as would not reasonably be expected to have a Parent Material Adverse Effect, (A) result in a any breach of or constitute a default under (or an event that with or without the giving of notice or lapse of time or both would become a defaultdefault under), (B) impair or alter the rights or obligations (including monetary obligations) of Parent or any third party under, (C) give to others (immediately or with notice or lapse of time or both) any right third party any rights of termination, amendment, payment, acceleration or cancellation of, result of (immediately or with notice or lapse of time or bothD) in triggering any payment or other obligations under, or result in the loss creation of a Lien on any right of the properties or benefit assets (including intangible assets) of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, properties is bound or affected or (iv) other than options under the Parent Stock Plans, give rise to or result (immediately in any Person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with notice or lapse of time or both) in the creation of a Lien on respect to any property or asset capital stock of Parent or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults assets or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effectproperties.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by ParentXxxxxx, Merger Sub I and Merger Sub II and the consummation by Parent of the Mergers Merger and the other transactions contemplated by this Agreement hereby, do not and will not, not (i) assuming receipt of the Parent Shareholder Approval, conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of ParentParent Governing Documents, (ii) assuming receipt of the Parent Shareholder Approval, conflict with or violate any provision of any Parent Subsidiary Governing Documents, (iii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.4(b) have been obtained, and all filings and notifications described therein in Section 5.4(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries any Parent Subsidiary or by which any property or asset of Parent or any of its Subsidiaries Parent Subsidiary or any Parent JV is bound bound, or affected, (iiiiv) require any notice, consent or other action by any Person approval under, result in a any breach of any obligation or any loss of any benefit or increase in any cost or obligations of Parent or any Parent Subsidiary or any Parent JV under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesany Parent Subsidiary or any Parent JV pursuant to any note, except in the case of bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent or any Parent Subsidiary or any Parent JV is a party except, as to clauses (ii), (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had, and would not reasonably be likely expected to have have, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Stock Option Agreement by each of Parent, Merger Sub I and Merger Sub II do the Seller does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Stock Option Agreement and the other transactions contemplated hereby and thereby by this Agreement will the Seller shall not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Seller Articles or Seller By-Laws or the equivalent organizational documents Articles of Incorporation or By-Laws of any Subsidiary of ParentSeller Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law domestic (federal, state or local) or foreign law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to Parent the Seller or its Subsidiaries any Seller Subsidiary or by which any property or asset of Parent its or any of its Subsidiaries their respective properties is bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, 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 creation of a lien or encumbrance on any right of the properties or benefit assets of the Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Seller or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Seller Subsidiary is a party or by which Parent the Seller or any Seller Subsidiary or its or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, their respective properties is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesaffected, except in the case of clauses (ii), (iii) and (iviii) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.Effect on the Seller and the Seller Subsidiaries, taken as a whole. The Board of Directors of the Seller has taken all actions necessary including approving the transactions contemplated herein and in the Stock Option Agreement to ensure that none of (A) the restrictions set forth in Sections 180.1130-32, 180.1134, 180.1140-44 and 180.1150 of the WBCL, and (B) the provisions set forth in Article 4.c. and Article 11 of the Seller Articles, do or will apply to the transactions contemplated herein or, except in the case of Article 4.c, in the Stock Option Agreement

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each Parent and Acquisition Sub, the consummation by Parent or Acquisition Sub of Parent, Merger the Transactions or compliance by Parent or Acquisition Sub I and Merger Sub II do not, and with any of the performance provisions of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents or governing documents) of any Subsidiary of Parent(x) Parent or (y) Acquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Acquisition Sub or by which any property or asset of Parent or any of its Subsidiaries Acquisition Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 creation of a Lien (other than, in the case of the Financing, any right Lien required or benefit permitted thereunder) on any property or asset of Parent or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Acquisition Sub is a party or by which Parent or any of its Subsidiaries, Acquisition Sub or any property or asset of Parent or any of its SubsidiariesAcquisition Sub is bound, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesother than, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would notnot have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do the Parent Operating Partnership does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement each of Parent, Merger Sub and the Parent Operating Partnership will not, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provision of (A) the Parent Charter or the Parent Bylaws, Merger Sub’s certificate of formation or limited liability company agreement, the certificate of incorporation and bylaws limited partnership of Parent, the Parent Operating Partnership or the Parent Partnership Agreement or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub, the Parent Operating Partnership or its Subsidiaries any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub, the Parent Operating Partnership or any of its Subsidiaries other Parent Subsidiary is bound bound, or affected, (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of Parent, the Parent Operating Partnership or any other Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, Merger Sub, the Parent Operating Partnership or its Subsidiariesany other Parent Subsidiary pursuant to, except in any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent, Merger Sub, the case of Parent Operating Partnership or any other Parent Subsidiary is a party, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement do not, the execution and delivery by each of Parent, Merger Sub I Parent and Merger Sub II do of each instrument required hereby to be executed and delivered at the Closing will not, and the performance of their respective agreements and obligations under this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision the Restated Articles of Organization, as amended, of Parent (the certificate "Parent Charter"), the Amended and Restated By-Laws, as amended, of incorporation and bylaws of ParentParent (the "Parent By-Laws"), the Merger Sub Charter or the equivalent organizational documents of any Subsidiary of ParentMerger Sub By-Laws, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or its Subsidiaries or Merger Sub by which any property its or asset of Parent or any of its Subsidiaries is their respective properties are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair Parent's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, 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 creation of a Lien on any right of the properties or benefit to which assets (including intangible assets) of Parent or any of its Subsidiaries is entitled underpursuant to any note, any Contract bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its SubsidiariesSubsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any property person having, or asset having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of Parent or any of its SubsidiariesSubsidiaries or any of their respective assets or properties other than such conflict, is bound violation, breach, default, impairment, rights of termination, amendment, acceleration or affected cancellation, or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences Liens that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, the Parent and the Merger Sub I and Merger Sub II do not, and the performance of this Agreement consummation by Parent, the Parent and the Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement and performance of this Agreement will not, (i) conflict with or violate any provision of the Organizational Documents of the Parent or the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents documents) of any Subsidiary of the Parent, (ii) assuming that all the consents, approvalsregistrations, authorizations declarations, filings, and waivers contemplated by notices referenced in Section 5.05(b5.4(b) have been obtained, and all filings described therein have been obtained or made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Applicable Law applicable to the Parent or any of its Subsidiaries or by which any property or asset of the Parent or any of its Subsidiaries is bound or affected, or (iii) require any consent violate, conflict with, or other action by any Person under, result in a any breach of any provision of, or loss of any benefit, or constitute a default or modification (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, give rise to others (immediately or with notice or lapse of time or both) any right of termination, amendmentacceleration, acceleration or cancellation of or require an additional payment to or the consent of any third party pursuant to any of the terms or provisions 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 any right or benefit contract to which Parent or any of its Subsidiaries is entitled under, any Contract to which the Parent or any of its Subsidiaries is a party or by which any property or asset of the Parent or any of its Subsidiaries is bound or affected, or result in the creation of a lien, other than any Permitted Exceptions, upon any of the property or assets of the Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiariesother than, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except 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 Parent (other than the Merger Sub), clause (ii), and clause (iii) and (iv) for ), any such conflictsconflict, violationsviolation, breachesbreach, defaults default, modification, termination, right of termination, acceleration, cancellation, or other occurrences lien that (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, 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) Section 4.5.1 The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement hereby will not, (iA) assuming the Required Parent Shareholders approve the Merger, conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Parent Charter or the equivalent organizational documents of any Subsidiary of ParentParent Bylaws, (iiB) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b) 4.5.2 have been obtained, obtained and all filings and notifications described therein in Section 4.5.2 have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries any Parent Subsidiary or by which any property or asset of Parent or any of its Subsidiaries Parent Subsidiary is bound or affected(C) assuming that all consents, (iii) approvals, authorizations and permits described in Section 4.5.2 have been obtained and all filings and notifications described in Section 4.5.2 have been made and any waiting periods thereunder have terminated or expired, or require any consent or other action by any Person approval under, result in a any breach of, or any loss of any benefit under, or constitute a change of control or default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 creation of any right a lien or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or other encumbrance (other than Permitted Liens) on any property or asset of Parent or any of its SubsidiariesParent Subsidiary pursuant to, is bound any note, bond, mortgage, indenture, contract, agreement, lease, Parent Permit or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of other legally binding obligation to which Parent or its Subsidiariesany Parent Subsidiary is party, except in the case of except, as to clauses (ii), (iiiB) and (iv) C), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Terra REIT and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) conflict with or violate any provision of (A) the certificate of incorporation and bylaws of Parent, Terra REIT Governing Documents or the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Terra REIT Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.3(b) have been obtained, and all filings and notifications described therein in Section 5.3(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent Terra REIT or its Subsidiaries any Terra REIT Subsidiary or by which any property or asset of Parent Terra REIT or any of its Subsidiaries Terra REIT Subsidiary is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 5.3(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Terra REIT or any Terra REIT Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent Terra REIT or its Subsidiariesany Terra REIT Subsidiary pursuant to, except in the case of any Contract or Permit to which Terra REIT or any Terra REIT Subsidiary is a party, except, as to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Terra REIT Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Acquirer Management and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I Acquirer Management and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement Agreement, subject to obtaining the Parent Stockholders Approval, will not, (i) conflict with or violate any provision of the certificate Parent Certificate of incorporation and bylaws of Parent, Incorporation or the Parent Bylaws of or any equivalent organizational documents of any Subsidiary of ParentParent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, obtained and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, Acquirer Management and Merger Sub or any Parent or its Subsidiaries Subsidiary, or by which any property or asset of Parent Parent, Acquirer Management and Merger Sub or any of its Subsidiaries Parent Subsidiary is bound or affected, (iii) result in the creation of any Encumbrance on any of the properties or assets of the Parent or any Parent Subsidiary or (iv) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit under, or modify, accelerate or terminate any rights or obligations under, or constitute a change of control or default (or an event that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, vesting, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled underpursuant to, any Material Contract to which or Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesPermit, except in the case of clauses (ii), (iii) and (iv) ), for any such conflictsEncumbrances, violations, breaches, defaults consents or other occurrences approvals that would not, individually or in the aggregate, reasonably be likely to not have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements by each of Parent, Merger Buyer and Acquisition Sub I do not and Merger Sub II do will not, and the performance of this Agreement and the Ancillary Agreements by ParentBuyer and Acquisition Sub will not, Merger Sub I and Merger Sub II and the consummation by Buyer and Acquisition Sub of the Mergers Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the by-laws (or equivalent organizational documents documents) of any Subsidiary of ParentBuyer or Acquisition Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent Buyer, Acquisition Sub or its any of Buyer’s Subsidiaries or by which any property or asset of Parent Buyer, Acquisition Sub or any of its Buyer’s Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a any breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others (immediately or with notice or lapse of time or both) any right of consent, termination, amendment, acceleration modification, acceleration, cancellation or cancellation of, result (immediately modification of any benefit or with notice or lapse of time or both) in triggering any payment or other obligations obligation under, or result in the loss of right to challenge any right material note, bond, mortgage, indenture or benefit credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Buyer, Acquisition Sub, or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Buyer’s Subsidiaries is a party or by which Parent Buyer, Acquisition Sub or any of its Subsidiaries, Buyer’s Subsidiaries or any property or asset of Parent Buyer, Acquisition Sub, or any of its Subsidiaries, Buyer’s Subsidiaries is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien Lien, other than any Permitted Lien, on any property or asset of Parent Buyer, Acquisition Sub, or its any of Buyer’s Subsidiaries, except other than, in the case of clauses (ii), (iii) and (iv) for hereof, any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, amendment, acceleration, cancellation or other occurrences Lien that would not, individually or in the aggregate, reasonably be likely expected to have a Parent Material Adverse Effectmaterially impair the ability of Buyer or any of its Subsidiaries to perform any of their obligations under this Agreement and the Ancillary Agreements or prevent or unreasonably delay the consummation of the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do Parent does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) assuming receipt of the Parent Shareholder Approval, conflict with or violate any provision of (A) the certificate Parent Declaration of incorporation and bylaws of ParentTrust or Parent Bylaws, or the (B) any equivalent organizational or governing documents of any Subsidiary of ParentParent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent, or any Parent or its Subsidiaries Subsidiary or by which any property or asset of Parent Parent, or any of its Subsidiaries Parent Subsidiary is bound bound, or affected, (iii) assuming receipt of the Parent Shareholder Approval, require any consent or other action approval (except as contemplated by any Person Section 5.5(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent, or any Parent Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent or its Subsidiariesany Parent Subsidiary is a party except, except in the case of as to clauses (iii)(B), (iiiii) and (iviii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Hammer and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) assuming receipt of the Hammer Stockholder Approval, conflict with or violate any provision of (A) the certificate of incorporation and bylaws of Parent, Hammer Governing Documents or the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Hammer Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.4(b) have been obtained, and all filings and notifications described therein in Section 4.4(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent Hammer, Merger Sub or its Subsidiaries any other Hammer Subsidiary or by which any property or asset of Parent Hammer, Merger Sub or any of its Subsidiaries Hammer Subsidiary is bound bound, or affected, (iii) require any consent or other action approval (except as contemplated by any Person Section 4.4(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of Hammer, Merger Sub or any Hammer Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent Hammer, Merger Sub or its Subsidiariesany Hammer Subsidiary pursuant to, except in the case of any Contract or Hammer Permit to which Hammer, Merger Sub or any Hammer Subsidiary is a party, except, as to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Parent Hammer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentPubco, Merger Sub I and Merger Sub II do of this Agreement and the other Transaction Documents to which each of Pubco, Merger Sub I and Merger Sub II is or will at the Closing be a party does not, and the performance of this Agreement by Parenteach of Pubco, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, subject to receiving the Pubco Requisite Stockholder Approval and approval by Pubco as the sole stockholder of Merger Sub I and sole member of Merger Sub II, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Pubco Organizational Documents or the equivalent organizational documents of any Subsidiary of ParentMerger Sub Organizational Documents, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by other actions described in Section 5.05(b) have been obtained, obtained and all filings and obligations described therein in Section 5.05(b) have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent each of Pubco, Merger Sub I or its Subsidiaries Merger Sub II or by which any of their property or asset of Parent or any of its Subsidiaries assets is bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent each of Pubco, Merger Sub I or its SubsidiariesMerger Sub II pursuant to, except in the case any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Pubco, Merger Sub I, Merger Sub II is a party or by which each of Pubco, Merger Sub I or Merger Sub II or any of their property or assets is bound or affected, except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to not have a Parent Pubco Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.4(a) of the Starwood Waypoint Disclosure Letter, the execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do the Starwood Waypoint Parties does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement will not, the Starwood Waypoint Parties (i) assuming receipt of the Starwood Waypoint Shareholder Approval, will not conflict with or violate any provision of (A) the Starwood Waypoint Declaration of Trust, the Starwood Waypoint Bylaws, Starwood Waypoint LP’s certificate of incorporation and bylaws of Parent, limited partnership or the Starwood Waypoint LP Agreement or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Starwood Waypoint Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.4(b) have been obtained, and all filings and notifications described therein in Section 4.4(b) have been mademade and any waiting periods thereunder have terminated or expired, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), will not conflict with or violate any Law applicable to Parent or its Subsidiaries any Starwood Waypoint Entity or by which any property or asset of Parent or any of its Subsidiaries Starwood Waypoint Entity is bound or affectedbound, and (iii) will not require any consent or other action approval (except as contemplated by any Person Section 4.4(b)) under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of any Starwood Waypoint Entity under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (immediately including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations sale under, or result in the loss triggering of any right payment or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesany Starwood Waypoint Entity pursuant to, except in the case of any Starwood Waypoint Material Contract, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Starwood Waypoint Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Ultimate Parent, Merger Operating Parent and Acquisition Sub I and Merger Sub II do does not, and the performance of this Agreement by Ultimate Parent, Merger Operating Parent and Acquisition Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws or By-laws (or equivalent organizational documents) of (A) Ultimate Parent, (B) Operating Parent or the equivalent organizational documents of any Subsidiary of Parent(C) Acquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law Legal Requirements applicable to Parent or its Subsidiaries Acquisition Sub or by which any property or asset of Parent or any of its Subsidiaries Acquisition Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesAcquisition Sub pursuant to, except any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any property or asset of Parent or Acquisition Sub is bound or affected, other than, in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that of the type referred to above which would notnot have, individually or in the aggregate, and would not reasonably be likely expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement hereby will not, not (iA) conflict with or violate any provision of the certificate Parent’s organizational documents, Merger Sub’s Certificate of incorporation and bylaws of Parent, Incorporation or the equivalent organizational documents of any Subsidiary of ParentMerger Sub’s By-laws, (iiB) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b4.3.2(A) have been obtained, obtained and all filings and notifications described therein in Section 4.3.2(A) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries Parent Subsidiary is bound or affected, (iiiC) require any consent or other action by any Person approval under, result in a any breach of, or any loss of or any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien lien or other encumbrance on any property or asset of Parent, Merger Sub or any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, Parent Permit or its Subsidiariesother legally binding obligation to which Parent, except in the case of Merger Sub or any Parent Subsidiary is party, except, as to clauses (ii), (iiiB) and (iv) C), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that which has not or would not, individually or in the aggregate, not reasonably be likely expected to have a Parent Material Adverse EffectEffect or otherwise prevent or materially delay consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by and each of Parent, Ancillary Agreement to which Parent or Merger Sub I and Merger Sub II is a party do not, and the performance of this Agreement thereof by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (iA) conflict with or violate any provision of the certificate Articles of incorporation and bylaws Incorporation or Bylaws of Parent, Parent or the equivalent organizational documents of any Subsidiary of ParentMerger Sub, (iiB) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b) 6.3.2 have been obtained, obtained and all filings and notifications described therein in Section 6.3.2 have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or any other Subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of Parent Parent, Merger Sub or any of its Subsidiaries Parent Subsidiary is bound or affected, affected or (iiiC) require any consent or other action by result in any Person breach of, any loss of any benefit under, result in a breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 creation of a lien or other encumbrance on any right property or benefit asset of Parent, Merger Sub or any Parent Subsidiary pursuant to any contract to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries them is a party or by which any of their assets are bound. The execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Merger Sub is a party do not, and the performance hereof and thereof by Parent and Merger Sub will not, require any of its Subsidiariesconsent, approval, authorization or permit of, or filing with or notification to, any property Governmental Entity or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesother Person, except in under the case Exchange Act, the rules and regulations of clauses (ii)the Exchange, (iii) the HSR Act, filing and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in recordation of the aggregate, reasonably be likely to have a Parent Material Adverse EffectArticles of Merger as required by the MGCL.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each Parent and Acquisition Sub, the consummation by Parent or Acquisition Sub of Parent, Merger the Transactions or compliance by Parent or Acquisition Sub I and Merger Sub II do not, and with any of the performance provisions of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents or governing documents) of any Subsidiary of Parent(x) Parent or (y) Acquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b4.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Acquisition Sub or by which any property or asset of Parent or any of its Subsidiaries Acquisition Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesAcquisition Sub pursuant to, except any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any property or asset of Parent or Acquisition Sub is bound, other than, in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would notnot have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentWAG, Merger Sub I Parent and Merger Sub II do not, and the performance of this Agreement by ParentWAG, Merger Sub I Parent and Merger Sub II of their obligations hereunder and the consummation of the Mergers and the other transactions contemplated by this Agreement Merger will not, (i) conflict with or violate any provision of the certificate or articles of incorporation and incorporation, as the case may be, or bylaws of ParentWAG, Parent or the Merger Sub or any equivalent organizational documents of any Subsidiary of Parentother Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b) have been obtained, obtained and all filings and notifications described therein in Section 5.05(b) have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or its Subsidiaries any other Parent Subsidiary or by which any property or asset of Parent WAG, Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary is bound or affected, affected or (iii) require any consent or other action by any Person underexcept as set forth in Section 5.05(a) of the Parent Disclosure Schedule, result in a any breach of or constitute a default (or an event that which with the giving of notice or lapse of time or both would reasonably be expected to become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien lien or other encumbrance on any property or asset of WAG, Parent, Merger Sub or any other Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or its Subsidiariesother instrument or obligation, except in the case of except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would notnot reasonably be expected, individually or in the aggregate, reasonably be likely (A) to have a Parent Material Adverse Effect.Effect or (B) to prevent or materially delay the performance by WAG, Parent or Merger Sub of its obligations pursuant to this Agreement or the consummation of the Merger. (b) The execution and delivery of this Agreement by WAG, Parent and Merger Sub do not, and the performance by WAG, Parent and Merger Sub of their respective obligations hereunder and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by WAG, Parent or Merger Sub with or notification by WAG, Parent or Merger Sub to, any Governmental Entity, except (i) pursuant to applicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the rules and regulations of Nasdaq, state takeover laws, the premerger notification requirements of the HSR Act, if any, and the filing and recordation of the Certificate of Merger as required by the Delaware General Corporation Law and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected, individually or in the aggregate, (A) to have a Parent Material Adverse Effect or (B) to prevent or materially delay the performance by WAG, Parent or Merger Sub of its obligations pursuant to this Agreement or the consummation of the Merger. SECTION 5.06. Permits;

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and Parent’s Related Agreements by each of Parent, Merger Sub I Parent and Merger Sub II do not, and the performance consummation of the transactions contemplated by hereby and thereby, and compliance with the provisions of this Agreement by and Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement ’s Related Agreements will not, conflict with, or result in any violation or breach of, or default (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancellation, first offer, first refusal, modification or acceleration of any material right or cancellation of, result (immediately obligation or with notice or lapse to the loss of time or both) in triggering any payment or other obligations a material benefit under, or result in the loss creation of any Lien upon any of the properties or assets of Parent Group under, or result in any loss, suspension, limitation or impairment of any right of Parent Group to own or benefit use any assets for the conduct of its business under, any provision of (a) the Governing Documents of each member of the Parent Group or (b) (i) any Parent Material Contract or (ii) subject to which the filings and other matters referred to in the immediately following sentence, any Law or Governmental Order, in each case applicable to Parent Group or any of its Subsidiaries is entitled underParent Group’s properties or assets, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiariesother than, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses the foregoing clause (iib), (iii) and (iv) for any such conflicts, violations, breaches, defaults defaults, rights, losses, Liens, suspensions, limitations or other occurrences impairments that would not, individually or in the aggregate, reasonably be likely to have not had a Parent Material Adverse Effect. No consent, approval, order, permit, license, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent Group in connection with the execution and delivery by Parent and Merger Sub of this Agreement and Parent’s Related Agreements or the consummation by Parent and Merger Sub of the transactions contemplated by hereby and thereby, except for (A) the filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, (B) the filing of the Certificate of Merger pursuant to the DLLCA, (C) any filings or notices as may be required under applicable state securities or “blue sky” Laws in connection with the Share Issuances or as may be required by Nasdaq, (D) compliance with and filings under the HSR Act or any other Antitrust Law, (E) submission of the ITAR Notice to the Directorate of Defense Trade Controls of the U.S. State Department, and (F) such other consents, approvals, orders, permits, licenses, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made does not constitute Parent Material Adverse Effect and would not and would not reasonably be expected to prevent, materially impair or materially delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement and their respective Related Agreements.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement or the Parent Documents by each of ParentParent and/or Merger Sub, the consummation by Parent or Merger Sub I of the transactions contemplated hereby and thereby, including the Offer, the Merger and the Financing, or compliance by Parent or Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation with any of the Mergers and the other transactions contemplated by this Agreement provisions hereof or thereof will not, (i) conflict with or violate any provision of the certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents or governing documents) of any Subsidiary of ParentParent or Merger Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b4.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any of its Subsidiaries Merger Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 creation of a Lien (other than, in the case of the Financing, any right Lien required or benefit permitted thereunder) on any property or asset of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any property or asset of Parent or any of its SubsidiariesMerger Sub is bound, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesother than, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that cancellations which would notnot have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Voting Agreement by each of Merger Sub and Parent, Merger Sub I and Merger Sub II as applicable, do not, and the performance of this Agreement and the Voting Agreement by each of Merger Sub and Parent, Merger Sub I and Merger Sub II as applicable, and the consummation of the Mergers and the other transactions contemplated by this Agreement hereby will not, (i) conflict with or violate any provision of subject to the certificate of incorporation requirements, filings, consents and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained approvals referred to in Section 4.05(b2.3(b), conflict with or violate in any Law material respect any law, statute, rule, regulation, court order, judgment, decree, ruling, writ or injunction applicable to Parent or its Subsidiaries or by which any property or asset of Merger Sub, Parent or any of its Subsidiaries or by which their respective property is bound or affectedsubject, (ii) violate or conflict with the Articles of Incorporation or By-Laws of Merger Sub or the Certificate of Incorporation or By-Laws of Parent or the comparable organizational documents of any of its Subsidiaries or (iii) require any consent or other action by any Person undersubject to the requirements, filings, consents and approvals referred to in Section 2.3(b), result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse any rights of time or both) any right of termination, amendment, acceleration termination 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 creation of a lien, security interest, pledge, claim, charge or encumbrance of any right nature whatsoever (“Lien”) on any of the property or benefit to which assets of Merger Sub, Parent or any of its Subsidiaries is entitled underpursuant to, any Contract contract, agreement, indenture, lease or other instrument of any kind, permit, license or franchise to which Merger Sub, Parent or any of its Subsidiaries is a party or by which either Merger Sub, Parent or any of its SubsidiariesSubsidiaries or any of their respective properties are bound or subject except for such breaches, defaults, rights, or any property or asset Liens which would not materially impair the ability of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in Merger Sub to consummate the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effecttransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery or performance of the LOI, the POA or this Agreement by each of Parent, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and Sorin or the consummation by Sorin of the Mergers and the other transactions contemplated by the LOI, the POA and this Agreement will not, (including the Mergers) will: (i) subject to obtaining Sorin Shareholder Approval, conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, Sorin Charter or the Sorin Bylaws or any equivalent organizational or governing documents of any Subsidiary of Parent, Sorin Subsidiary; (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by described in Section 5.05(b4.04(b) have been obtained, obtained and all filings and notifications described therein in Section 4.04(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent Sorin or its Subsidiaries any Sorin 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 any loss of any benefit under, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Sorin Permitted Lien) upon any of the respective properties or assets of Sorin or any Sorin Subsidiary pursuant to any Contract to which Sorin or any Sorin Subsidiary is a party or by which any property or asset of Parent Sorin, Holdco, Merger Sub or any of its their respective Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its SubsidiariesSorin Permit, except in the case of with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, consents, breaches, defaults or losses, changes of control, defaults, other occurrences or Liens that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Sorin Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Merger Subsidiary of this Agreement by each of Parent, Merger Sub I and Merger Sub II the other Transaction Documents to which either is a party do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement herein and therein will not, (i) violate, conflict with with, or violate result in any provision breach of any provisions of the certificate of incorporation and or bylaws of Parent, Parent or the equivalent organizational documents of any Subsidiary of Parent, Merger Subsidiary; (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming subject to obtaining the accuracy and completeness consent of the representations and warranties contained in Section 4.05(b)lenders under the Parent Credit Agreement, violate, conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a violation or breach of of, or constitute a default (with or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with without due notice or lapse of time or both) under, any right of terminationthe terms, amendmentconditions or provisions of any material contract, acceleration loan or cancellation ofcredit agreement, result (immediately note, bond, mortgage, indenture or with notice deed of trust, or lapse of time or both) in triggering any payment license, lease, agreement, or other obligations underinstrument or obligation, or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Merger Subsidiary is a party or by which Parent or any of its Subsidiaries, Merger Subsidiary or any property material portion of their respective assets is bound; or asset (iii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any Applicable Law binding upon Parent or Merger Subsidiary or by which they or any material portion of their respective assets is bound, except, with respect to clauses (ii) and (iii), such violations, conflicts, breaches or defaults as would not interfere with the ability of either of Parent or Merger Subsidiary to perform its obligations under this Agreement and the other Transaction Documents to which it is a party. No Consent of any of its Subsidiaries, Governmental Authority is bound or affected or (iv) result (immediately required by or with notice respect to Parent or lapse Merger Subsidiary in connection with the execution, delivery and performance by Parent and Merger Subsidiary of time this Agreement and the other Transaction Documents to which either of them is a party or boththe consummation of the transactions contemplated herein and therein, except for (A) in the creation filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (B) such Consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the other transactions contemplated by this Agreement and the other Transaction Documents to which Parent or Merger Subsidiary is a Lien on any property or asset party, and (C) such other Consents, the failure of which to obtain would not interfere with the ability of Parent and Merger Subsidiary to perform their respective obligations under this Agreement and the other Transaction Documents to which either of them is or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably will be likely to have a Parent Material Adverse Effectparty.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do the Parent Parties does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement its obligations hereunder will not, (i) conflict with or violate any provision of (A) assuming receipt of the certificate Parent Shareholder Approval, the Parent Organizational Documents or (B) any provision of incorporation and bylaws of Parent, or the equivalent organizational documents of any Parent Subsidiary of Parent(other than Parent OP), (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.5(b) have been obtained, and all filings and notifications described therein in Section 5.5(b) have been made, made and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Parent Parties or its Subsidiaries any Parent Subsidiary or by which any property or asset of the Parent Parties or any of its Subsidiaries Parent Subsidiary is bound or affected, (iii) require any notice, consent or other action approval (except as contemplated by any Person Section 5.5(b)) under, result in a any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of the Parent Parties or any Parent Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, acceleration, notification or cancellation (immediately with or with without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, forced sale under or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of the Parent Parties or its Subsidiariesany Parent Subsidiary pursuant to, except in any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the case of Parent Parties or any Parent Subsidiary is a party, except, as to clauses (ii), ) and (iii) and (iv) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, which individually or in the aggregate, would not reasonably be likely expected to have result in a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Buyer and Acquisition Sub I and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Buyer and Acquisition Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws or by-laws (or equivalent organizational documents) of Parent, Buyer or the equivalent organizational documents of any Subsidiary of ParentAcquisition Sub, (ii) assuming that all the consents, approvals, approvals and authorizations and waivers contemplated by specified in Section 5.05(b5.3(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent Parent, Buyer or its Subsidiaries Acquisition Sub or by which any property or asset of Parent Parent, Buyer or any of its Subsidiaries Acquisition Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent Parent, Buyer or its SubsidiariesAcquisition Sub pursuant to, except any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent, Buyer or Acquisition Sub is a party or by which Parent, Buyer or Acquisition Sub or any property or asset of Parent, Buyer or Acquisition Sub is bound or affected, other than, in the case of clauses (ii)each case, (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that of the type referred to above which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do does not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will shall not, (i) conflict with or violate any provision of the certificate Articles of incorporation and bylaws of ParentIncorporation, Bylaws or the equivalent organizational documents of any Subsidiary of ParentParent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming subject to compliance with the accuracy and completeness of the representations and warranties contained requirements set forth in Section 4.05(b)3.5(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or its Subsidiaries Merger Sub or by which any property it or asset of Parent or any of its Subsidiaries is their respective properties are bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, 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 creation of a lien or encumbrance on any right of the properties or benefit assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent or Merger Sub or their respective properties are bound or affected. The execution and delivery of this Agreement and the Agreement of Merger by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, require any of its Subsidiariesconsent, approval, authorization or permit of, or filing with or notification to, any property Governmental Entity or asset third party (so as not to trigger any conflict) except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act and of foreign governmental entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing and recordation of the Merger Documents as required by California law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (x) would not prevent consummation of the Merger or otherwise prevent Parent or any of its Subsidiaries, is bound or affected Merger Sub from performing their respective obligations under this Agreement or (ivy) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would could not, individually or in the aggregate, reasonably be likely expected to have a Parent Material Adverse EffectEffect on Parent. SEC Filings; Financial Statements. Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 29, 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since that date. The Parent SEC Reports (A) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (B) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year end adjustments which were not or are not expected to be material in amount. Since the date of the balance sheet included in Parent's report on Form 10-Q for the period ended March 31, 2000, and until the date hereof, there has not occurred any Material Adverse Effect on Parent. Tax Returns and Audits. Except as set forth in Section 3.7 of the Parent Schedules: Parent and each of its Subsidiaries have timely filed all Returns relating to Taxes required to be filed by the Parent and each of its Subsidiaries with any Tax authority prior to the date hereof, except such Returns as to which the potential consequences of a failure to file are in the aggregate not material to the Parent. The Parent and each of its Subsidiaries have paid all Taxes shown to be due on such Returns. The Parent and each of its Subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld, except such Taxes which are not material to the Parent. Neither the Parent nor any of its Subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against the Parent or any of its Subsidiaries, nor has the Parent or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. No audit or other examination of any Return of the Parent or any of its Subsidiaries by any Tax authority is presently in progress, nor has the Parent or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. No adjustment relating to any Returns filed by the Parent or any of its Subsidiaries has been proposed in writing, formally or informally, by any Tax authority to the Parent or any of its Subsidiaries or any representative thereof. Neither the Parent nor any of its Subsidiaries has any liability for any material unpaid Taxes which has not been accrued for or reserved on the Parent balance sheet included in the Parent's report on Form 10-Q for the period ending March 31, 2000, whether asserted or unasserted, contingent or otherwise, which is material to the Parent, other than any liability for unpaid Taxes that may have accrued since December 31, 1999 in connection with the operation of the business of the Parent and its Subsidiaries in the ordinary course. Neither the Parent nor any of its Subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Parent or any of its Subsidiaries. Neither the Parent nor any of its Subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement other than between the Parent and its Subsidiaries. None of the Parent's or its Subsidiaries' assets is tax exempt use property within the meaning of Section 168(h) of the Code. Neither the Parent nor any of its Subsidiaries has distributed the stock of any corporation in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997. The stock of neither the Parent nor any of its Subsidiaries has been distributed in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent, the First Merger Subsidiary and the Second Merger Subsidiary of this Agreement by each of Parent, Merger Sub I and Merger Sub II the other Transaction Documents to which either is or will be a party do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement herein and therein will not, (i) violate, conflict with with, or violate result in any provision breach of any provisions of the certificate of incorporation and or bylaws of Parent, or the equivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound Subsidiaries; (ii) violate, conflict with or affected, (iii) require any consent or other action by any Person under, result in a violation or breach of of, or constitute a default (with or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with without due notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract of the terms, conditions or provisions of any material 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 Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, Subsidiaries or any property material portion of their respective assets is bound; or asset of (iii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any Applicable Law binding upon Parent or any of its SubsidiariesSubsidiaries or by which they or any material portion of their respective assets is bound, is bound or affected or except, with respect to clause (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (iiiii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that violations as would not, individually or in the aggregate, be reasonably be likely to have a Parent Material Adverse Effect. No material Consent of any Governmental Authority is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance by Parent, the First Merger Subsidiary and the Second Merger Subsidiary of this Agreement and the other Transaction Documents to which any of them is or will be a party or the consummation of the transactions contemplated herein and therein, except for (A) filings under the HSR Act, and the expiration or termination of the applicable waiting period thereunder; and (B) the filing of the First Certificate of Merger, the Second Certificate of Merger and the Third Certificate of Merger with the Secretary of State of the State of Delaware.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each of ParentParent and Merger Sub, the consummation by Parent or Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement Agreement, including the Merger and the Debt Financing, or performance of their obligations hereunder will not, (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent, or the equivalent organizational documents of any Subsidiary of ParentParent Organizational Documents, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and waivers contemplated by specified in Section 5.05(b) 5.3(b), including all Gaming Approvals, have been obtainedobtained or made and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or its Subsidiaries Merger Sub or by which any property or asset of Parent or any of its Subsidiaries Merger Sub is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of of, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 creation of a Lien (other than, in the case of the Debt Financing, any right Lien required or benefit permitted thereunder) on any of the properties or assets of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other Contract or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any property or asset of Parent or any of its SubsidiariesMerger Sub is bound, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesother than, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, or other occurrences cancellation that would notnot constitute, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each of Parent, Merger Parent and Acquisition Sub I and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and nor the consummation by Parent and Acquisition Sub of the Mergers and the other transactions contemplated by this Agreement hereby will not, (i) conflict with or violate any provision of the Parent’s or its Subsidiaries’ certificate of incorporation and or bylaws of Parent, (or the equivalent organizational documents of any Subsidiary of Parentdocuments), (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and waivers contemplated by notices referred to in Section 5.05(b5 . 3 (b) have been obtainedobtained or made, and all filings described any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)satisfied, conflict with or violate any Law applicable to Parent or any of its Subsidiaries (including Acquisition Sub) or by which any property or asset of Parent or any of its Subsidiaries (including Acquisition Sub) is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others (immediately or with notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any material Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party party, or by which Parent or any of its Subsidiariestheir respective properties or assets is bound, or any property or asset of Parent or any of its Subsidiariesother than, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for iii), any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration or other occurrences cancellation that would not, individually or in the aggregate, reasonably be likely to not have a Parent Material Adverse Effect.Effect . (b) No Consent of, or registration, declaration or filing with or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries (including Acquisition Sub) in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Certificate of Merger with the Secretary in accordance with the DGCL, (iii) such filings as may be required in connection with the Taxes described in Section 8 . 6 , (iv) filings with the NYSE or the Toronto Stock Exchange, (iv) such other items required solely by reason of the participation of the Company in the transactions contemplated hereby, (vii) compliance with and filings or notifications under the HSR Act or other Antitrust Laws and Investment Screening Laws and (viii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not have a Parent Material Adverse Effect . Section 5 . 4

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of ParentAgreement, Merger Sub I and Merger Sub II do not, and the performance by the Parent and MergerCo of their obligations under this Agreement by ParentAgreement, Merger Sub I and Merger Sub II and the consummation of the Mergers Transaction do not and the other transactions contemplated by this Agreement will not, (ia) violate, conflict with with, or violate result in any breach of any provision of the certificate of incorporation and bylaws of Parent’s or MergerCo’s organizational documents; (b) except as set forth on Schedule 5.3, or the equivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b)violate, conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a violation or breach of of, or constitute a default (with or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with without due notice or lapse of time or both) any right of termination, amendment, 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 any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract of the terms, conditions or provisions of any contract to which the Parent or any of its Subsidiaries MergerCo is a party party; or (c) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any Laws or Orders binding upon or applicable to the Parent or MergerCo or by which Parent or any to which a portion of its Subsidiariesthe Parent’s or MergerCo’s assets are bound, or any property or asset of Parent or any of its Subsidiariesexcept, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiaries, except in the case respect to each of clauses (ii), (iiib) and (iv) for any c), except as set forth on Schedule 5.3, such violations, conflicts, violations, breaches, breaches or defaults or other occurrences that would not, individually or in the aggregate, as are not reasonably be likely to have a material adverse effect on the ability of the Parent Material Adverse Effectand MergerCo to perform their obligations under this Agreement or consummate the Transaction. No Consent of any Governmental Entity is required by the Parent or MergerCo in connection with the execution, delivery and performance by the Parent and MergerCo of this Agreement or the consummation by the Parent and MergerCo of the Transaction, except for (i) 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 and (ii) except as set forth on Schedule 5.3, such other Consents, the failure of which to be obtained or made are not reasonably likely to have a material adverse effect on the ability of the Parent and MergerCo to perform their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement or any other Transaction Document (to which Parent or Purchaser is or will be a party) by each of Parent, Merger Sub I Parent and Merger Sub II do Purchaser does not, and subject to receipt of the consents, approvals, authorizations or permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 6.5(b), and assuming all other required filings, waivers, approvals, consents, authorizations, registrations and notices disclosed in Section 6.5(b) of the Parent Disclosure Schedule have been made, obtained or given, the performance of this Agreement or any other Transaction Document (to which Parent or Purchaser is or will be a party) by ParentParent and Purchaser, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will not, with or without notice or lapse of time: (i) conflict with with, result in a breach or violate default of any provision of the certificate of incorporation and bylaws of Parentof, or violate, the equivalent Parent Organizational Documents or the organizational documents of any Subsidiary of ParentParent Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to Parent or its Subsidiaries any Parent Subsidiary or by which any property or asset of Parent or any of its Subsidiaries Parent Subsidiary is bound or affected, affected or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right of consent, notice, termination, amendment, acceleration or cancellation of, result of (immediately or with notice or lapse of time or both) in triggering other than pursuant to any payment or other obligations underParent Plan), or result in the loss creation of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or material Encumbrance on any property or asset of Parent or any of its SubsidiariesParent Subsidiary pursuant to, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of contract to which Parent or its Subsidiariesany Parent Subsidiary is a party or by which their respective assets are bound, except in the case of except, with respect to clauses (ii), (iii) and (iv) iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, reasonably be likely expected to have be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub II do not, and the performance of this Agreement by Parent, Merger Sub I Parent and Merger Sub II and the consummation of the Mergers and the other transactions contemplated by this Agreement will shall not, (i) conflict with or violate any provision the Articles of the certificate Organization or By-Laws of incorporation and bylaws of Parent, Parent or the equivalent organizational documents Certificate of any Subsidiary Incorporation or By-Laws of ParentMerger Sub, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 5.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or its Subsidiaries any of it subsidiaries or by which any property its or asset of Parent or any of its Subsidiaries is their respective properties are bound or affected, or (iii) require any consent or other action by any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, Material Contract or result in the loss creation of a lien or encumbrance on any right of the properties or benefit assets of Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which Parent or any of its Subsidiaries, subsidiaries or any property or asset of Parent its or any of its Subsidiaries, is their respective properties are bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesaffected, except in the any such case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub will not require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the NYSE, the Blue Sky Laws and the pre-merger notification requirements of the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or 16 21 to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement, and would not have a Material Adverse Effect. SECTION 3.04.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.4(a) of the Invitation Homes Disclosure Letter, the execution and delivery of this Agreement by each of Parent, Merger Sub I and Merger Sub II do Invitation Homes Party does not, and the performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement will not, each Invitation Homes Party (i) assuming receipt of the Invitation Homes Stockholder Approval, will not conflict with or violate any provision of (A) the Invitation Homes Charter, the Invitation Homes Bylaws, Invitation Homes LP’s certificate of incorporation and bylaws of Parent, limited partnership or the Invitation Homes LP’s limited partnership agreement or (B) any equivalent organizational or governing documents of any Subsidiary of Parentother Invitation Homes Subsidiary, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by permits described in Section 5.05(b5.4(a) have been obtained, and all filings and notifications described therein in Section 5.4(a) have been mademade and any waiting periods thereunder have terminated or expired, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), will not conflict with or violate any Law applicable to Parent or its Subsidiaries any Invitation Homes Entity or by which any property or asset of Parent or any of its Subsidiaries Invitation Homes Entity is bound or affectedbound, and (iii) will not require any consent or other action approval (except as contemplated by any Person Section 5.4(b)) under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of any Invitation Homes Entity under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (immediately including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of terminationpurchase, amendment, acceleration first offer or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations sale under, or result in the loss triggering of any right payment or benefit to which Parent or any of its Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Parent or its Subsidiariesany Invitation Homes Entity pursuant to, except in the case of any Invitation Homes Material Contract, except, as to clauses (iii)(B), (iiiii) and (iv) iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent an Invitation Homes Material Adverse Effect.