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 the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause (ii) and (iii), any such conflicts, violations, defaults, alterations, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Merger Sub and Subs or the consummation by Parent and Merger Subs of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: (with or without notice or lapse of time, or both) directly or indirectly (i) conflict with or violate any provision of the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; Parent Organizational Documents, (ii) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 3.4(b)5.4(b) have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries (including Merger Subs) or by which any property or asset of their respective properties Parent or any of its Subsidiaries is bound or affected; affected or (iii) require any consent or approval under, violate, conflict with, result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations loss of any third party benefit under, or result in termination or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than Permitted Liens) upon any of the respective properties or assets of the Parent or any of its Subsidiaries pursuant to, to any material Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedparty, except other than, in the case of clause clauses (ii) and (iii), any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightstermination, losses acceleration or Liens cancellation that would not have or reasonably be expected to have, individually or in the aggregate would not reasonably be expected to (x) be material to the aggregate, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub Sub, do not and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate respective certificates of incorporation or bylaws by-laws of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of modification, termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien on any Encumbrances (other than Encumbrances arising out of this Agreement or restrictions imposed by law) upon any assets or properties of Parent or Merger Sub under any of the properties terms, conditions or assets provisions of the any Contracts to which Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of Merger Sub or its Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that other occurrence which will not, individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent prevent, materially delay or materially delay impede the consummation of the Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement performance by the Parent and Merger Sub do not, and of each of the performance of this Agreement by the Transaction Documents to which Parent and or Merger Sub is a party, as applicable, and the consummation of the Transactions Merger and the other transactions contemplated by the Parent Transaction Documents do not and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate respective certificates of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Law, order, judgment or decree applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is and assets are bound or affected; affected or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, result in triggering any payment or other obligations or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties or assets of the Parent Company or any of its Subsidiaries subsidiaries pursuant to, to any Contract Contracts to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of Merger Sub or its Subsidiaries or any of their respective properties or assets are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that other occurrence which has not had, and would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the have, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate memorandum and articles of incorporation or bylaws association of either Parent or Merger Sub’s Articles of Association; , (ii) subject assuming (solely with respect to compliance with performance of this Agreement and the requirements set forth consummation of the Transactions) that all consents, approvals, authorizations and other actions described in Section 3.4(b)4.04(b) have been obtained and all filings and obligations described in Section 4.04(b) have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties either of them is bound or affected; , or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien or other encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent any property or any asset of its Subsidiaries or any either of their respective properties are bound or affectedthem is bound, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsright or other occurrence which would not, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsTransactions by Parent or Merger Sub.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Parent, Merger Sub and the LLC and any other Transaction Document, to which they are a party, do not, and the performance of this Agreement and any other Transaction Document by the Parent and Parent, Merger Sub and the LLC, to the extent applicable, and the consummation of the Transactions by the Parent Merger and the Merger Sub other transactions contemplated hereby and thereby will not: , (i) conflict with or violate any provision of the Parent’s certificate Parent Certificate of incorporation Incorporation, the Parent By-laws, or bylaws the equivalent charter documents of Merger Sub or Merger Sub’s Articles of Association; the LLC (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement Law applicable to Parent, Merger Sub or the Parent or any of its Subsidiaries LLC or by which any property or asset of their respective properties Parent, Merger Sub or the LLC is bound or affected; , or (iii) result in any 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 materially impair the 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 rights 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, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance on any property or asset of Parent, Merger Sub or the properties or assets of the Parent or any of its Subsidiaries LLC pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent, Merger Sub or the Parent or any of its Subsidiaries LLC is a party or by which Parent, Merger Sub or the Parent LLC or any property or asset of its Subsidiaries Parent, Merger Sub or any of their respective properties are the LLC is bound or affected, except in the case of clause clauses (ii) and (iii), ) above for any such conflicts, violations, defaultsbreaches, alterations, rights, losses defaults or Liens other occurrences that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate memorandum and articles of incorporation or bylaws association of either Parent or Merger Sub’s Articles of Association; , (ii) subject assuming (solely with respect to compliance with performance of this Agreement and the requirements set forth consummation of the Transactions) that all consents, approvals, authorizations and other actions described in Section 3.4(b)4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties either of them is bound or affected; , or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien or other encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent any property or any asset of its Subsidiaries or any either of their respective properties are bound or affectedthem is bound, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsright or other occurrence which would not, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsTransactions by Parent or Merger Sub.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub Sub, do not and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate Parent's memorandum or articles of association or the Parent’s certificate of incorporation or bylaws or by-laws of Merger Sub’s Articles of Association; , (ii) subject to compliance conflict with or violate the requirements set forth memorandum or articles of association, certificate of incorporation, by-laws or other constituent documents of the subsidiaries of Parent, (iii) assuming that all consents, approvals, authorizations, declarations and permits contemplated by clauses (i) through (viii) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent or any of its Subsidiaries subsidiaries or by which its or any of their respective properties is are bound or affected; or (iiiiv) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Contracts to which Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries subsidiaries is a party or by which the Parent or any of its Subsidiaries subsidiaries or its or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that other occurrence which, individually or in the aggregate aggregate, would not, and would not reasonably be expected to to, (x) be material to the have a Parent and its Subsidiaries taken as a whole, Material Adverse Effect or (y) impair in any material respect prevent, materially delay or materially impede the ability of the Parent or or, Merger Sub to perform its obligations under consummate the Merger or the other transactions contemplated by this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. Except as set forth on Schedule 5.5(a) of the Parent Schedule of Exceptions: (a) The execution the execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub Subs do not and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s respective Articles of Association; Incorporation or Bylaws of Parent or any Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Subsidiary or by which any of their respective properties is are bound or affected; or (iii) (A) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default), (B) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant tounder, any Contract Contracts to which the Parent or any of its Subsidiaries Subsidiary is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that individually other occurrence which would not, or in the aggregate would not reasonably be expected to, individually or in the aggregate, have or reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub the Purchaser do not, and the performance of this Agreement consummation by the Parent and Merger Sub and the consummation Purchaser of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: , (i) conflict with or violate the Parent’s certificate articles (certificate) of incorporation or bylaws of Parent or Merger Sub’s Articles of Association; Purchaser, (ii) subject to compliance with making the requirements set forth filings and obtaining the approvals identified in Section 3.4(b4.3(b), conflict with or violate any Legal Requirement Law or Order applicable to the Parent or any of its Subsidiaries or by which any property or asset of their respective properties Parent or any of its Subsidiaries is bound or affected; affected or (iii) result in 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 materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party under, a material benefit under or give to others any rights right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any property or asset of their respective properties are Parent or any of its Subsidiaries is bound or affected, except except, in the case of clause clauses (ii) and (iii)) only, for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected aggregate, to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent Company do not and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws or Merger Sub’s Articles Bylaws of Association; the Company, (ii) subject to compliance conflict with or violate the requirements set forth certificate of incorporation, bylaws or other constituent documents of the subsidiaries of the Company, (iii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement (“Law”) applicable to the Parent Company or any of its Subsidiaries subsidiaries or by which its or any of their respective properties is are bound or affected; or (iiiiv) (A) result in any breach or violation of or constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) or result in the loss of a benefit under, or materially impair the Parent’s or (B) give rise to any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration of or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Parent Company or its subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries subsidiaries is a party or by which the Parent Company or any of its Subsidiaries subsidiaries or its or any of their respective properties are bound or affectedbound, except except, in the case of clause (ii) and (iiiB), any such conflictsfor rights of termination or cancellation arising under Contracts that are not material to the current or currently intended business or operations of the Company and that would not impose a material liability on the Company and, violationsin the case of clause (C), defaults, alterations, rights, losses or immaterial Liens that secure Indebtedness other than Borrowed-Money Debt and that, individually or in the aggregate would aggregate, will not reasonably be expected to (x) be material to materially interfere with the Parent use or value of the property or assets or the conduct of the business of the Company and its Subsidiaries subsidiaries, taken as a whole, (y) impair in any material respect the ability of the Parent as currently used or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionsconducted.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub do not and the consummation of the Transactions by the Parent and the Merger Sub will not: (i) conflict with or violate the Parent’s certificate respective certificates of incorporation or bylaws by-laws of Parent or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) and (iii) of subsection (b) below have been obtained and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Order applicable to the Parent or any of its Subsidiaries Sub or by which either of them or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would could become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties property or assets of the Parent or any of its Subsidiaries Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries Sub is a party or by which the Parent or any of its Subsidiaries Sub or any of their respective properties are bound or affected, except except, in the case of clause clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which could not, rights, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMerger or to have a Parent Material Adverse Effect. All of the conflicts, violations, breaches, defaults and other occurrences referred to in the immediately preceding sentence are identified in Section 3.4(a) of the Parent Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub Purchaser, do not and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate respective certificates of incorporation or bylaws (or Merger Sub’s Articles similar governing documents) of Association; Parent or Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Law or any rule or regulation of any stock exchange applicable to the Parent or any of its Subsidiaries Purchaser or by which either of them or any of their respective properties is are bound or affected; or (iii) (A) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair (B) result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Parent or Purchaser under, any Contracts to which Parent, Purchaser or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its their respective Subsidiaries is a party or by which the Parent Parent, Purchaser or any of its their respective Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that individually other occurrence which would not or in the aggregate would not reasonably be expected to (x) be material to have, individually or in the Parent and its Subsidiaries taken as aggregate, a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsPurchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub will not, and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate Articles or Certificate of incorporation Incorporation or bylaws By-laws or other organizational documents of either Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 3.4(b)4.03(b) have been obtained and that all filings and other actions described in Section 4.03(b) have been made or taken, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties either of them is bound or affected; subject, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require any consent, approval or other action of any person under, or result in the creation of a Lien on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are either of them is bound or affectedsubject, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in any material respect the ability prevent or materially delay consummation of the Transactions or otherwise prevent Parent or Merger Sub to perform from performing its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Holdco and the Merger Subs of this Agreement by the Parent and Merger Sub do each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent Holdco and the Merger Sub Subs will not: , (i) conflict with or violate the Parent’s certificate of incorporation Holdco Organizational Documents, the Company Merger Sub Organizational Documents or bylaws or the SPAC Merger Sub’s Articles of Association; Sub Organizational Documents (as the case may be), (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)6.05(b) have been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any Legal Requirement Law, rule, regulation, order, judgment or decree applicable to Holdco or the Parent or any of its Subsidiaries Merger Subs or by which any of their respective properties property or assets is bound or affected; affected or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Holdco or the properties or assets of the Parent or any of its Subsidiaries Merger Subs pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Holdco or the Parent or any of its Subsidiaries Merger Subs is a party or by which Holdco or the Parent or any of its Subsidiaries Merger Subs or any of their respective properties are property or assets is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterations, rights, losses defaults or Liens that individually or in the aggregate other occurrences which would not have or reasonably be expected to (x) be have a material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionsadverse effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Learn2 of this Agreement by Agreement, the Parent fulfillment of and Merger Sub do notcompliance with the terms and provisions hereof, and the performance of this Agreement consummation by the Parent and Merger Sub and the consummation Learn2 of the Transactions by transactions contemplated hereby (including the Parent Private Placement), do not and the Merger Sub will not: (i) conflict with with, or violate any provision of, the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles by-laws of AssociationLearn2; (ii) subject to compliance with (A) obtaining the requirements set forth in Section 3.4(b)requisite approval and adoption of this Agreement by each of the Learn2 Stockholders and the E-Stamp Stockholders, if required by applicable Law, and (B) filing and recording of the Certificate of Merger as required by Delaware Law, conflict with or violate any Legal Requirement Law applicable to the Parent Learn2 or any Learn2 Subsidiary, or any of its Subsidiaries or by which any of their respective properties is bound or affectedAssets; or (iii) conflict with, result in any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) underor result in the termination or acceleration under any agreement to which Learn2 or any Learn2 Subsidiary is a party or by which Learn2 or any Learn2 Subsidiary, or materially impair the Parent’s or any of its Subsidiaries’ rights their Assets, may be bound; or alter (iv) result in or require the rights creation or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation imposition of, or result in the creation acceleration of, any indebtedness or any Lien of a Lien on any of the properties nature upon, or assets of the Parent with respect to, Learn2 or any Learn2 Subsidiary or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedAssets, except for (x) any such conflict or violation described in the case of clause (ii) and (iii), any such conflicts, violations, defaults, alterations, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeabove, (y) impair any such conflict, breach or default described in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement clause (iii) above, or (z) any such creation, imposition or acceleration described in clause (iv) above that would not have a Learn2 Material Adverse Effect and that would not prevent or materially delay Learn2 from consummating the consummation of the Transactionstransactions described herein.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate respective Organizational Documents of incorporation or bylaws Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, waivers and permits specified in Section 3.4(b)6.3(b) have been obtained, all filings described therein have been made, the waiting periods referred to therein have expired and any condition precedent to such consent, approval, authorization, waiver or permit has been satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is are bound or affected; affected or (iii) result in any breach of or violation of, or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) undertime, or materially impair both), or result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, any material Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the properties or assets of the Parent or any of its Subsidiaries pursuant toMerger Sub, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedexcept, except in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that individually or in the aggregate other occurrence which would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeprevent, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent materially delay or materially delay impede the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent Buyer and Merger Sub Subsidiary do not, and the performance of this Agreement the transactions contemplated herein by the Parent Buyer and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub Subsidiary will not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws Bylaws or equivalent organizational documents of Buyer or Merger Sub’s Articles of Association; Subsidiary, (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent Buyer or any of its Subsidiaries Merger Subsidiary or by which any property or asset of their respective properties Buyer or any Merger Subsidiary is bound or affected; , or (iii) result in 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 materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party under, a material benefit under or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties or assets of the Parent Buyer or any of its Subsidiaries Merger Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent Buyer or any of its Subsidiaries such Merger Subsidiary is a party or by which the Parent Buyer or such Merger Subsidiary or any property or asset of its Subsidiaries Buyer or any of their respective properties are such Merger Subsidiary is bound or affected, except in the case of clause clauses (ii) and (iii)) above, for any such conflicts, violations, defaultsbreaches, alterations, rights, losses defaults or Liens that individually or in the aggregate other occurrences which would not reasonably be expected to (x) be material to prevent or delay consummation of the Parent and its Subsidiaries taken as a whole, (y) impair Merger in any material respect the ability of the Parent respect, or Merger Sub to perform otherwise prevent Buyer from performing its obligations under this Agreement in any material respect, or (z) prevent would not, individually or materially delay in the consummation of the Transactionsaggregate, have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Xxxxxx and Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: (i) conflict with or violate the any provision of Parent’s or its Subsidiaries’ certificate of incorporation or bylaws (or Merger Sub’s Articles of Association; equivalent organizational documents), (ii) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 3.4(b)5.3(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Legal Requirement Law applicable to the 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, (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of, any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party, or by which any of their respective properties or assets is bound or affected; or (iiiiv) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on (other than any Permitted Lien) upon any of the properties or assets of the Parent or any of its Subsidiaries pursuant toAcquisition Sub, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedother than, except in the case of clause clauses (ii), (iii) and (iiiiv), any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightstermination, losses acceleration, cancellation or Liens Lien that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions Merger by the Parent and the Merger Sub do not and will not: (iA) conflict with or violate the Parent’s certificate of incorporation or bylaws or comparable governing documents of Parent or Merger Sub’s Articles of Association; (iiB) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, declarations and permits contemplated by clauses (A) through (E) of Section of 5.2(c)(ii) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or (iii) with, result in any breach or violation of or constitute a default (or an event that which with notice or without notice, lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights breach or violation of, a termination or right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant torights under, any Contract to which the Parent or any of its Subsidiaries is a party or is subject; or (C) assuming that all consents, approvals, authorizations, declarations and permits contemplated by clauses (A) through (E) of Section of 5.2(c)(ii) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law, License or judgment to which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedis subject, except except, in the case of clause clauses (iiB) and (iii)C) above, for any such conflictsconflict, violationsviolation, defaultsbreach, alterationstermination, rightsdefault, losses acceleration, loss, alteration or Liens other occurrence that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform its their obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub Company do not, and the performance of this Agreement by the Parent and Merger Sub Company will not, and the consummation of the Transactions transactions contemplated hereby by the Parent and the Merger Sub Company will not: , (i) conflict with or violate the Parent’s certificate Company Charter or Bylaws or other equivalent organizational documents of incorporation the Company or bylaws or Merger Sub’s Articles any of Association; its Subsidiaries, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 3.4(b)3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any Legal Requirement statute, law, regulation, judgment or decree (“Law”) applicable to the Parent Company or any of its Subsidiaries or by which any property or assets of their respective properties the Company or such Subsidiary is bound or affected; , or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties Company or assets of the Parent or any of its Subsidiaries such Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent Company or any of its Subsidiaries such Subsidiary is a party or by which the Parent Company or such Subsidiary or any property or asset of its Subsidiaries the Company or any of their respective properties are such Subsidiary is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not aggregate, be reasonably be expected likely to (x) be material have a Material Adverse Effect with respect to the Parent and its Subsidiaries taken as a wholeCompany or prevent, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent materially delay or materially delay impair the consummation of the Transactionstransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement performance by the Parent and Merger Sub do not, and the performance of this Agreement Agreement, the consummation by the Parent and Merger Sub of the transactions contemplated hereby (including the Offer and the consummation Merger) and the compliance by Parent and Merger Sub with any of the Transactions by the Parent provisions hereof do not and the Merger Sub will not: not (i) violate or conflict with or violate any provision of the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; Incorporation, as amended, or Articles of Organization, respectively or By-laws of Merger Sub or Parent, (ii) subject to compliance with the requirements set forth in Section 3.4(b)violate, conflict with with, or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or (iii) result in any the 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 materially impair result in the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation a right of a Lien on termination or acceleration of maturity under, any of the properties terms, conditions or assets provisions of the any Lease, Contract or obligation to which Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent Parent, Merger Sub or any of its Subsidiaries their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.3(b) hereof, violate or conflict with any Applicable Law or Judgment applicable to Parent or Merger Sub or by which any of their respective properties or assets are bound or affected(iv) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the properties, assets or business of Parent or Merger Sub, except in the case of clause each of clauses (ii), (iii) and (iii)iv) above, any for such violations, breaches, conflicts, violations, defaults, alterationsterminations, rightsaccelerations or Encumbrances which have not had and are not reasonably likely to result in, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the aggregate, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub of this Agreement do not, and the performance of this Agreement by the Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions by transactions contemplated hereby, including the Parent Offer and the Merger Sub Merger, will not: , (i) conflict with or violate any provision of the Parent’s certificate of incorporation or bylaws of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)6.3(b) will have been obtained prior to the Acceptance Time and all filings and notifications described in Section 6.3(b) will have been made and any waiting periods thereunder will have terminated or expired prior to the Acceptance Time, conflict with or violate any Legal Requirement Law or Order, applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties Parent or Merger Sub is bound or affected; affected or (iii) result in any breach of, any loss of or any benefit under, constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of the Parent or Merger Sub pursuant to any of its Subsidiaries pursuant toContract, any Contract except, with respect to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause clauses (ii) and (iii), any such conflictsfor matters that, violations, defaults, alterations, rights, losses or Liens that individually or in the aggregate aggregate, would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) materially impair in any material respect the ability of the Parent or and Merger Sub to perform its obligations under consummate the transactions contemplated by this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub does not, and the consummation of the Transactions by the Parent Mergers and the Merger Sub other transactions contemplated hereby will not: , (i) conflict with or violate the Parent’s certificate Parent Certificate of incorporation Incorporation or bylaws or Merger Sub’s Articles of Association; Parent Bylaws, (ii) subject to compliance conflict with or violate the requirements set forth certificates of incorporation, bylaws or the comparable governing documents of any subsidiary of Parent or the Merger Subs, (iii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in Section 3.4(b)such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries subsidiaries or by which any of their respective assets or properties is bound or affected; or (iiiiv) result in any breach or violation of or constitute a default (or an event that event, which, with notice or lapse of time or both both, would become a default) or result in the loss of a benefit to which Parent or its subsidiaries are entitled under, or materially impair the Parent’s or give rise to any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentcancellation, adverse amendment or acceleration of, require notice or cancellation ofconsent under, or result in the creation of a Lien (except a Parent Permitted Lien) on any of the material assets or properties or assets of the Parent or any of its Subsidiaries subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries subsidiaries is a party or by which the Parent or any of its Subsidiaries subsidiaries or any of its or their respective assets or properties are bound or affectedbound, except except, in the case of clause clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, defaultsLien, alterationsbreach, rightsdefault, losses loss, right, requirement of notice or Liens that consent or other occurrence which would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Coors of this Agreement by and the Parent and Merger Sub do notother Transaction Documents to which it is party, and the performance of this Agreement consummation by the Parent and Merger Sub and the consummation Coors of the Transactions by the Parent transactions contemplated hereby and the Merger Sub thereby, do not and will not: , subject to obtaining the Coors Stockholder Approval and receipt of the Approvals referred to in Section 4.5(b) below, (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth in Section 3.4(b)contravene, conflict with or violate result in a violation or breach of any Legal Requirement provision of the Coors Charter Documents or the equivalent organizational documents of any of Coors' material Subsidiaries, (ii) contravene, conflict with or result in a violation or breach of any provisions of any Law applicable to the Parent Coors or any of its Subsidiaries or by which its or any of their respective properties is bound or affected; or , (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) under, or materially impair cause or permit the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration acceleration, triggering or cancellation of, or result in other change of any right or obligation or the creation loss of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract benefit to which the Parent Coors or any of its Subsidiaries is a party entitled under (A) any provision of any Contract or by which the Parent other instrument binding upon Coors or any of its Subsidiaries or (B) any Permit held by, or affecting, or relating in any way to, the assets or business of, Coors or any of their respective properties are bound its Subsidiaries, or affected(iv) result in the creation or imposition of any Lien on any asset of Coors or any of its Subsidiaries, except other than such exceptions in the case of clause (ii) and ), (iii)) or (iv) as have been disclosed to Molson prior to the date of this Agreement or as would not, any such conflicts, violations, defaults, alterations, rights, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect on Coors.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent each of Purchaser and Merger Sub do does not, and the performance of this Agreement by the Parent each of Purchaser and Merger Sub does not, and the consummation performance of the Transactions this Agreement by the Parent each of Purchaser and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws Bylaws or Merger Sub’s Articles equivalent organizational documents of Association; Purchaser or any Purchaser Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made or complied with, conflict with or violate any Legal Requirement Law applicable to the Parent Purchaser or any of its Subsidiaries Purchaser Subsidiary or by which any asset of their respective properties Purchaser or any Purchaser Subsidiary is bound or affected; , or (iii) conflict with, result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or require any payment under or result in the creation of a Lien lien, claim, security interest or other charge or encumbrance on any asset of the properties or assets of the Parent Purchaser or any of its Subsidiaries Purchaser Subsidiary pursuant to, any Contract contract or other instrument or obligation to which the Parent Purchaser or any of its Subsidiaries Purchaser Subsidiary is a party or by which the Parent any asset of Purchaser or any of its Subsidiaries or any of their respective properties are Purchaser Subsidiary is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, alterationsor other occurrences which xxxx not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsPurchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement performance by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub does not, and the consummation of the Transactions by the Parent transactions contemplated hereby, including any financing, and the Merger Sub compliance with the provisions of this Agreement will not: not (i) conflict with or violate the Parent’s respective certificate of incorporation or bylaws by-laws (or similar organizational documents) of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the contract to which Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of Merger Sub or its Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that individually or in the aggregate other occurrence which would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeprevent, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent materially delay or materially delay impede the consummation of the Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The a. None of the execution and delivery of this Agreement deed by Seller, the Parent and Merger Sub do not, and consummation by Seller of the transactions contemplated by this deed or performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub its obligations hereunder will not: (i) conflict with or violate the Parent’s certificate organizational documents of incorporation or bylaws or Merger Sub’s Articles of Association; Seller, (ii) subject assuming the consents, registrations, filings, notices, approvals and authorizations specified in Article 5.4(b) hereof have been obtained or made and the waiting periods referred to compliance with the requirements set forth in Section 3.4(b)therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Seller or by which any property or asset of their respective properties Seller is bound or affected; affected or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries Seller pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other Contract or other instrument or obligation to which the Parent or any of its Subsidiaries Seller is a party or by which the Parent Seller or any property or asset of its Subsidiaries or any of their respective properties are bound or affectedSeller is bound, except other than, in the case of clause clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, defaultsdefault, alterationsright, rightstermination, losses amendment, acceleration, or Liens cancellation that individually or in the aggregate would not reasonably be expected to (x) be material to to, individually or in the Parent aggregate, materially and its Subsidiaries taken as a whole, (y) adversely impair in any material respect the ability of Seller to consummate the Parent or Merger Sub to perform its obligations under transactions contemplated by this Agreement or (z) prevent or materially delay the consummation of the Transactionsdeed.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the each of Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Merger and the other Transactions by the Parent and will not (i) breach, violate or conflict with the Merger Sub will not: (i) conflict with LP Agreement, Merger Sub Certificate of Limited Partnership or violate other governing documents of Merger Sub or the Parent’s certificate comparable governing instruments of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries other respective subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in such clauses have been made, contravene, conflict with, breach or violate any Law applicable to Parent or Merger Sub or by which Parent or Merger Sub or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), require a consent or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien (except a Permitted Lien) on any of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract Contracts to which the Parent or any of its Subsidiaries controlled Affiliate thereof, is a party or by which the Parent or any of its Subsidiaries controlled Affiliates or any of its or their respective properties or assets are bound or affected(including any Contract to which a controlled Affiliate of Parent is a party), except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsloss, losses right or Liens that individually or in the aggregate other occurrence which would not reasonably be expected to (x) be material to have, individually or in the aggregate, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub Purchaser, do not and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate respective certificates of incorporation or bylaws of Parent or Merger Sub’s Articles of Association; Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Law or any rule or regulation of any stock exchange applicable to the Parent or any of its Subsidiaries Purchaser or by which either of them or any of their respective properties is are bound or affected; or (iii) (A) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair (B) result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Parent or Purchaser under, any Contracts to which Parent, Purchaser or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its their respective Subsidiaries is a party or by which the Parent Parent, Purchaser or any of its their respective Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that other occurrence which would not constitute, individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsPurchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery performance of this Agreement by the Parent and Merger Sub do not, not and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: (iA) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws By- Laws of Parent or the Articles of Incorporation or By-Laws of Merger Sub’s Articles of Association; (B) assuming that all consents, approvals and authorizations contemplated by subsection (ii) subject to compliance with the requirements set forth below have been obtained and all filings described in Section 3.4(b)such subsection have been made, conflict with or violate any Legal Requirement law, rule, regulation, order judgment or decree applicable to the Parent or any of its Subsidiaries Merger Sub or by which any either of them or their respective properties is are bound or affected; or (iiiC) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would could become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties property or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any of their respective properties are bound or affected, except except, in the case of clause clauses (iiB) and (iiiC), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which could not, rights, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as result in a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by the Parent and Merger Sub, the consummation by Parent or Merger Sub do notof the transactions contemplated by this Agreement, and including the Merger, or performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub their obligations hereunder will not: (i) conflict with or violate the organizational documents of Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; , (ii) subject to compliance with violate the requirements set forth Companies Law, (iii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 3.4(b)5.3(b) have been obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties Parent or Merger Sub is bound or affected; affected or (iiiiv) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other Contract or other instrument or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are bound Parent or affectedMerger Sub is bound, except other than, in the case of clause clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, defaultsdefault, alterationsright, rightstermination, losses amendment, acceleration, or Liens cancellation that individually or in the aggregate would not reasonably be expected to (x) be material to to, individually or in the Parent and its Subsidiaries taken as a wholeaggregate, (y) materially impair in any material respect the ability of the Parent or and Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay consummate the consummation of the TransactionsMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub Sub's obligations hereunder will not: , (i) conflict with or violate the Parent’s certificate of incorporation of Parent or bylaws or the charter of Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub, or by which any of their respective Parent's or Merger Sub's properties or assets is bound or affected; bound, or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any of the Parent's or Merger Sub's properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or Merger Sub or any of its Subsidiaries Parent's or any of their respective Merger Sub's properties are bound or affectedassets is bound, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that, rights, losses or Liens that individually or in the aggregate aggregate, have not had and would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Merger Sub and or the consummation by Parent and Sub of the Transactions by the Parent and the Merger Sub will notwill: (i) conflict with or violate any provision of the Parent’s certificate of incorporation or incorporation, bylaws or Merger any equivalent organizational or governing documents of Parent or Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)4.03(b) have been obtained and all filings and notifications described in Section 4.03(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Sub or by which any of their respective properties is bound or affectedassets; 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 an event that with without notice or lapse of time or both would become a default) undertime, or materially impair the Parent’s both), or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, result in termination or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any of the respective properties or assets of the Parent or any of its Subsidiaries Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Sub is a party (or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedassets is bound) or any Permit held by it or them, except in the case of clause except, with respect to clauses (ii) and (iii), for (A) any such consents and approvals, the failure to obtain which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Sub to consummate the Transactions, and (B) any such conflicts, violations, breaches, losses, defaults, alterationsterminations, rightsrights of termination, losses vesting, amendment, acceleration or cancellation or creation of Liens that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation ability of Parent or Sub to consummate the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Merger Acquisition Sub and or the consummation by Parent and Acquisition Sub of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: (i) conflict with or violate the any provision of Parent’s or its Subsidiaries’ certificate of incorporation or bylaws (or Merger Sub’s Articles of Association; equivalent organizational documents), (ii) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 3.4(b)5.4(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries (including Acquisition Sub) or by which any property or asset of their respective properties Parent or any of its Subsidiaries is bound or affected; affected or (iii) require any consent or approval under, violate, conflict with, result in any breach of or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) undertime, or materially impair the Parent’s both), or any of its Subsidiaries’ rights or alter the rights or obligations loss of any third party material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, any Contract to which Parent or any of its Subsidiaries is a party, or result in the creation of a Lien on (other than Permitted Liens) upon any of the respective properties or assets of the Parent or any of its Subsidiaries pursuant toSubsidiaries, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedother than, except in the case of clause clauses (ii) and (iii), any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightstermination, losses amendment, acceleration or Liens cancellation that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions Merger by the Parent and the Merger Sub do not and will not: (iA) conflict with or violate the Parent’s certificate of incorporation or bylaws or comparable governing documents of Parent or Merger Sub’s Articles of Association; (iiB) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, declarations and permits contemplated by clauses (A) through (G) of Section of 5.2(c)(ii) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or (iii) with, result in any breach or violation of or constitute a default (or an event that which with notice or without notice, lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights breach or violation of, a termination or right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant torights under, any material Contract to which the Parent or any of its Subsidiaries is a party or is subject; or (C) assuming that all consents, approvals, authorizations, declarations and permits contemplated by clauses (A) through (G) of Section of 5.2(c)(ii) below have been obtained, and all filings described in such clauses have been made, violate any Law to which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedis subject, except except, in the case of clause clauses (iiB) and (iii)C) above, for any such conflictsconflict, violationsviolation, defaultsbreach, alterationstermination, rightsdefault, losses acceleration, loss, alteration or Liens other occurrence that would not, individually or in the aggregate would not aggregate, be reasonably be expected likely to (x) be material to the Parent and its Subsidiaries taken as a wholeprevent, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent materially delay or materially delay impede the consummation of the Transactionstransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the and each Ancillary Agreement that Parent and each Merger Sub do has executed or delivered or is to execute or deliver pursuant to this Agreement by each of Parent and each Merger Sub does not, and the performance of this Agreement and each such Ancillary Agreement by the Parent and each Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will shall not, assuming all necessary consents, approvals, authorizations, permits, filings or notifications as set forth in Section 3.5(b) below have been obtained, made or expired or been terminated: (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or either Merger Sub’s Articles of Association; Charter Documents, (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or Laws, (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ either Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries either Merger Sub (other than Permitted Liens) pursuant to, any Contract to which the Parent Contracts or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except (iv) result in the case triggering, acceleration or increase of clause any payment to any Person pursuant to any Parent Contract, including any “change in control” or similar provision of any Parent Contracts, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults, impairments, alterations, rightstriggerings, losses accelerations, increases or Liens other occurrences that would not, individually or and in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the consummation by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent Merger do not and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate respective articles of incorporation or bylaws (or similar governing documents) of Parent or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, waiting period expirations or terminations, permits, actions, filings, and notifications contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is bound or affectedare bound; or (iii) (A) conflict with, result in any breach of or violation of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the give rise to any right of termination, cancellation, amendment, recission, set-off or acceleration or loss of benefit under, any Contract to which Parent’s , Merger Sub, or any of its Subsidiaries’ rights their respective Subsidiaries is a party or alter the rights or obligations by which any of any third party undertheir respective properties are bound, or give to others any rights of termination, amendment, acceleration or cancellation of, or (B) result in the creation of a any Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant toParent, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries Merger Sub, or any of their respective properties are bound or affectedSubsidiaries, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right, Lien, or Liens other occurrence that has not had and would not be reasonably expected to have, individually or in the aggregate would not reasonably be expected to (x) be material to the aggregate, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Stockholder Documents by each of the Parent and Merger Sub do Stockholders does not, and the performance of this Agreement by the Parent and Merger Sub and the consummation Stockholder Documents by each of the Transactions by the Parent and the Merger Sub Stockholders will not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation or bylaws or Merger Sub’s Incorporation, Articles of Association; Incorporation or By-laws of the Company or any Company Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)2.05(b) have been obtained and all filings and obligations described in Section 2.05(b) have been made, conflict with or violate any Legal Requirement United States, Canadian or foreign law, statute, ordinance, rule, regulation, order, judgment or decree ("Law") applicable to the Parent Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of their respective properties the Company or any Company Subsidiary is bound or affected; , or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of the Parent Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that have not had, rights, losses or Liens that individually or in the aggregate would and could not reasonably be expected to (x) have, individually or in the aggregate, a Company Material Adverse Effect, and that could not reasonably be material expected to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionstransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws Bylaws (or similar organizational documents) of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)4.04(b) have been obtained and all filings and obligations described in Section 4.04(b) have been made, materially conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties either of them is bound or affected; , or (iii) result in any breach of or violation of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are either of them is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the TransactionsTransactions or otherwise prevent or materially delay Parent and Merger Sub from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Parent Parties of this Agreement by the Parent and Merger Sub do not, and the performance by the Parent Parties of this Agreement and the consummation by the Parent and Parties of the Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub other transactions contemplated hereby, will not: not (i) conflict with or violate any provision of the Parent’s certificate memorandum and articles of incorporation association or bylaws or Merger Sub’s Articles similar organizational documents of Association; any Parent Party, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)5.4(b) will have been obtained prior to the Effective Time and all filings and notifications described in Section 5.4(b) will have been made and any waiting periods thereunder will have terminated or expired prior to the Effective Time, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Parties or by which any property or asset of their respective properties any Parent Party is bound or affected; affected or (iii) result in any breach of, any loss of or any benefit under, constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of the any Parent or any of its Subsidiaries Party pursuant to, to any Contract to which the such Parent or any of its Subsidiaries Party is a party or by which the such Parent Party or any property or asset of its Subsidiaries or any of their respective properties are such Parent Party is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that would not, rights, losses or Liens that individually or in the aggregate would not reasonably aggregate, prevent or materially delay consummation of any of the transactions contemplated hereby by any Parent Party or otherwise be expected materially adverse to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub Parties to perform its their obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws By-laws of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 3.4(b)subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Legal Requirement law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties Parent or Merger Sub is bound or affected; affected or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are either of them is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would neither, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation performance by Parent and Merger Sub of the Transactionsany of their obligations pursuant to this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Parent Xxxxxx and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent Merger and the Merger Sub other transactions contemplated hereby will not: not (i) breach, violate or conflict with the certificate of incorporation, bylaws or violate other governing documents of Parent, the Parent’s certificate of incorporation or bylaws or of Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, contravene, conflict with with, breach or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), require a consent or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien (except a Permitted Lien) on any of the properties or material assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract Contracts to which the Parent or Merger Sub, or any of its Subsidiaries Affiliate thereof, is a party or by which the Parent or any of its Subsidiaries Merger Sub or any of their Affiliates or its or their respective properties or assets are bound (including any Contract to which an Affiliate of Parent or affectedMerger Sub is a party), except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsloss, losses right or Liens that individually or in the aggregate other occurrence which would not reasonably be expected to (x) be material to have, individually or in the aggregate, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent Company do not and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: (i) conflict with or violate the Parent’s certificate of incorporation or bylaws by- laws of the Company or Merger Sub’s Articles the equivalent organizational documents of Associationany of its Significant Subsidiaries; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) and (iii) of subsection (b) below have been obtained and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent Company or any of its Subsidiaries subsidiaries or by which its or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would could become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of the Parent Company or any of its Subsidiaries subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent Company or any of its Subsidiaries subsidiaries is a party or by which the Parent Company or any of its Subsidiaries subsidiaries or its or any of their respective properties are bound or affected, except (A) in the case of clause clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which could not, rights, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect and (xB) be material to in the Parent and its Subsidiaries taken case of clause (iii), other than as a whole, (yset forth on Section 3.5(a) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay Disclosure Schedule and except that the consummation of the TransactionsMerger may result in conflicts, violations, breaches or defaults under the Indenture, the Credit Agreement and the Loan Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by the each of Parent and Merger Sub (as the case may be) do not, and the performance of this Agreement by the each of Parent and Merger Sub Sub, and the consummation of the Transactions by Transactions, including the Parent and the Merger Sub Merger, will not: , (i) conflict with or violate the Parent’s certificate memorandum and articles of incorporation or bylaws association of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming all consents, approvals, authorizations and other actions described in Section 3.4(b)5.05(b) have been obtained or taken and all filings and obligations described in Section 5.05(b) have been made or satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties Parent or Merger Sub is bound or affected; , or (iii) violate, conflict with, require consent under, result in any breach of, result in any loss of any benefit under, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract Contract, Parent Permit or other instrument or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are Parent or Merger Sub is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in any material respect prevent or materially adversely affect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of consummate the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub of this Agreement do not, and the performance of this Agreement by the Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate any provision of the Parent’s certificate memorandum and articles of incorporation or bylaws association of Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)5.4(b) will have been obtained prior to the Effective Time and all filings and notifications described in Section 5.4(b) will have been made and any waiting periods thereunder will have terminated or expired prior to the Effective Time, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties Parent or Merger Sub is bound or affected; affected or (iii) result in any breach of, any loss of or any benefit under, constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are either of them is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in prevent or materially delay consummation of any material respect the ability of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform its their material obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent Merger and the Merger Sub other transactions contemplated by this Agreement will not: , (i) conflict with or violate the Parent’s certificate Amended and Restated Certificate of incorporation Incorporation or bylaws Parent Bylaws, or the equivalent charter documents of Merger Sub’s Articles of Association; , (ii) subject to Merger Sub obtaining the approval of this Agreement by its sole stockholder and compliance with the requirements set forth in Section 3.4(b4.3(b), conflict with or violate any Legal Requirement Law applicable to the Parent or its Subsidiaries or by which any material property or asset of Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; , or (iii) result in any 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 materially impair the 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 rights 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, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance on any material property or asset of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries Subsidiaries, or any material property or asset of Parent or any of their respective properties are its Subsidiaries, is bound or affected, except in the case of clause clauses (ii) and (iii), ) above for any such conflicts, violations, defaultsbreaches, alterations, rights, losses defaults or Liens other occurrences that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the each of Parent and the Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation each of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; their respective organizational documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate in any Legal Requirement material respect any Law applicable to the Parent or any of its Subsidiaries the Merger Sub or by which any material property or asset of their respective properties Parent or the Merger Sub is bound or affected; , or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries the Merger Sub pursuant to, any Contract to which the Parent material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or any of its Subsidiaries is a party other instrument or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedobligation, except for, in the case of clause clauses (ii) and (iii)) above, any such conflicts, violations, defaults, alterations, rights, losses defaults or Liens that individually or in the aggregate rights as would not reasonably be expected to (x) be material have, individually or in the aggregate, a Parent Material Adverse Effect or to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect materially the ability of the either of Parent or the Merger Sub to perform its obligations under consummate the transactions contemplated by this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Parent and Merger Sub XXXX III Parties do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub its obligations hereunder will not: , (i) conflict with or violate assuming receipt of the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth in Section 3.4(b)XXXX III Stockholder Approval, conflict with or violate any Legal Requirement provision of (A) the XXXX III Governing Documents or (B) any equivalent organizational or governing documents of any other XXXX III Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained, all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Parent XXXX III or any of its Subsidiaries XXXX III Subsidiary or by which any property or asset of their respective properties XXXX III or any XXXX III Subsidiary is bound or affected; bound, or (iii) require any consent or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of XXXX III or any XXXX III 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights other Person any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of the properties or assets of the Parent XXXX III or any of its Subsidiaries XXXX III Subsidiary pursuant to, any Contract or Permit to which the Parent XXXX III or any of its Subsidiaries XXXX III Subsidiary is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedparty, except in the case of clause except, as to clauses (ii) and (iii)) above, for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which, rights, losses or Liens that individually or in the aggregate aggregate, would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsXXXX III Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution ------------------------------------------ and delivery of this Agreement by the each of Parent and the Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation each of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; their respective organizational documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)5.05(b) have been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate in any Legal Requirement material respect any Law applicable to the Parent or any of its Subsidiaries the Merger Sub or by which any material property or asset of their respective properties Parent or the Merger Sub is bound or affected; , or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the properties or assets of the Parent or any of its Subsidiaries the Merger Sub pursuant to, any Contract to which the Parent material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or any of its Subsidiaries is a party other instrument or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedobligation, except for, in the case of clause clauses (ii) and (iii)) above, any such conflicts, violations, defaults, alterations, rights, losses defaults or Liens that individually or in the aggregate rights as would not reasonably be expected to (x) be material have, individually or in the aggregate, a Parent Material Adverse Effect or to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect materially the ability of the either of Parent or the Merger Sub to perform its obligations under consummate the transactions contemplated by this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent Merger and the Merger Sub other transactions contemplated by this Agreement will not: , (i) conflict with or violate Parent's Amended and Restated Certificate of Incorporation or Parent Bylaws, or the Parent’s certificate equivalent charter documents of incorporation or bylaws or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement Law applicable to the Parent or its Subsidiaries or by which any material property or asset of Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; , or (iii) result in any 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 materially impair the 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 rights 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, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance on any material property or asset of the properties or assets of the Parent or any of its Subsidiaries -26- pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries Subsidiaries, or any material property or asset of Parent or any of their respective properties are its Subsidiaries, is bound or affected, except in the case of clause clauses (ii) and (iii), ) above for any such conflicts, violations, defaultsbreaches, alterations, rights, losses defaults or Liens other occurrences that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub and the Stock Option Agreement by Parent do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions Stock Option Agreement by the Parent and the Merger Sub will shall not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation, Bylaws or bylaws equivalent organizational documents of Parent or Merger Sub’s Articles any of Association; its subsidiaries, (ii) subject to compliance with obtaining the requirements consents, approvals, authorizations and permits and making the registrations, filings and notifications, set forth in Section 3.4(b)------- 3.5(b) hereof, conflict with or violate any Legal Requirement law, rule, regulation, order, ------ judgment or decree applicable to the Parent or any of its Subsidiaries subsidiaries or by which any of it or their respective properties is are bound or affected; , or (iii) result in 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 materially impair the Parent’s 's or any of its Subsidiaries’ such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of the Parent or any of its Subsidiaries subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries subsidiaries is a party or by which the Parent or any of its Subsidiaries subsidiaries or its or any of their respective properties are bound or affected, except to the extent such conflict, violation, breach, default, impairment or other effect could not in the case of clause clauses (ii) and or (iii), any such conflicts, violations, defaults, alterations, rights, losses or Liens that ) individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Merger Sub and or the consummation by Parent and Sub of the Transactions by the Parent and the Merger Sub will notwill: (i) conflict with or violate any provision of the Parent’s certificate articles of incorporation or incorporation, bylaws or Merger any equivalent organizational or governing documents of Parent or Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)4.03(b) have been obtained and all filings and notifications described in Section 4.03(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Sub or by which any of their respective properties is bound or affectedassets; 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 an event that with without notice or lapse of time or both would become a default) undertime, or materially impair the Parent’s both), or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, result in termination or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any of the respective properties or assets of the Parent or any of its Subsidiaries Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Sub is a party (or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedassets is bound) or any Permit held by it or them, except in the case of clause except, with respect to clauses (ii) and (iii), for (A) any such consents and approvals, the failure to obtain which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent and Sub to consummate the Transactions and (B) any such conflicts, violations, breaches, losses, defaults, alterationsterminations, rightsrights of termination, losses vesting, amendment, acceleration or cancellation or Liens that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation ability of Parent and Sub to consummate the Transactions.

No Conflict; Required Filings and Consents. Except as set forth on Schedule 3.5(a) of the Target Schedule of Exceptions and those contemplated by clauses (ai) The execution through (v) of subsection (b) below: (e) the execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent Target do not and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s respective Articles of Association; Incorporation or Bylaws of Target or any Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement foreign or domestic federal, state or local law, statute, code, ordinance, regulation, rule, consent agreement, constitution or treaty of any Governmental Body, including common law; and, in each case, any comparable state law (“Law”) applicable to the Parent Target or any of its Subsidiaries Subsidiary or by which any of their respective properties is are bound or affected; or (iii) (A) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default), (B) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Parent Target or any of its Subsidiaries pursuant tounder, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Target Contract”) to which the Parent Target or any of its Subsidiaries is a party or by which the Parent Target or any of its Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsacceleration, losses loss, right or Liens that individually other occurrence which would not, or in the aggregate would not reasonably be expected to, individually or in the aggregate, have or reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as have, a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsTarget Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub and the consummation of the Transactions by the Parent transactions contemplated hereby, do not and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate of incorporation or bylaws by-laws of Parent or Merger Sub’s Articles of Association; , or (ii) subject to compliance with assuming the requirements set forth Requisite Parent Vote is obtained and that all consents, approvals, authorizations, declarations and permits contemplated by subsection (b) below have been obtained, and all filings described in Section 3.4(b)subsection (b) below have been made, conflict with require any consent or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or (iii) approval under, result in any breach or violation of or constitute a default (or an event that which with notice or without notice, lapse of time or both would become a default) under, or materially impair the Parent’s or give rise to any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentacceleration, acceleration vesting, termination or cancellation of, or result other alteration in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant torights under, any material Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of Merger Sub or its Subsidiaries or any of their respective properties are bound or affectedany Law to which Parent or Merger Sub is subject, except except, in the case of clause (ii) and (iii)above, for any such conflictsconflict, violationsviolation, defaultsbreach, alterationstermination, rightsdefault, losses acceleration, loss, alteration or Liens other occurrence that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the constitute a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth on Schedule 4.3(a) of the Parent Disclosure Schedule, the execution, delivery and delivery performance of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent Merger and the Merger Sub other transactions contemplated hereby, including the Financing, will not: not (i) breach, violate or conflict with the certificate of incorporation, bylaws or violate other governing documents of Parent or the Parent’s certificate of incorporation or bylaws or of Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with with, breach or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is or assets are bound or affected; or (iii) result in any breach of or violation of, constitute a default or require a consent (or an event that which with notice or lapse of time time, or both both, would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien (except a Permitted Lien) on any of the properties or material assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract Contracts to which the Parent or Merger Sub, or any of its Subsidiaries Affiliate thereof, is a party or by which the Parent or Merger Sub or any of their Affiliates or its Subsidiaries or any of their respective properties are bound (including any Contract to which an Affiliate of Parent or affectedMerger Sub is a party), except except, in the case cases of clause clauses (ii) and (iii), for any such conflictsbreach, violationsviolation, defaultsconflict, alterationsdefault, rightsloss, losses termination, cancellation, amendment or Liens that individually acceleration or in the aggregate other occurrence which would not reasonably be expected to (x) be material to have, individually or in the aggregate, a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub and the Company Voting Agreements by Parent do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions Company Voting Agreements by the Parent and the Merger Sub will shall not: , (i) conflict with or violate the Parent Charter Documents or the equivalent organizational documents of any of Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; 's Subsidiaries, (ii) subject to compliance with the requirements set forth in Section 3.4(b)3.5(b) below, conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent or any of its Subsidiaries or by which any of it or their respective properties is are bound or affected; , or (iii) result in 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 materially impair the Parent’s 's or any of its Subsidiaries’ such Subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or its or any of their respective properties are bound or affected, except in the case of clause except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that would not in the case of clauses (ii) or (iii), rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Parent and Merger Acquisition Sub do not, and nor the performance of this Agreement consummation by the Parent and Merger Acquisition Sub and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: (i) conflict with or violate the any provision of Parent’s or its Subsidiaries’ certificate of incorporation or bylaws (or Merger Sub’s Articles of Association; equivalent organizational documents), (ii) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 3.4(b)5.3(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Legal Requirement Law applicable to the 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, (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of, any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party, or by which any of their respective properties or assets is bound or affected; or (iiiiv) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on (other than any Permitted Lien) upon any of the properties or assets of the Parent or any of its Subsidiaries pursuant toAcquisition Sub, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedother than, except in the case of clause clauses (ii), (iii) and (iiiiv), any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightstermination, losses acceleration, cancellation or Liens Lien that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Merger Sub and or the consummation by Parent and Sub of the Transactions by the Parent and the Merger Sub will notwill: (i) conflict with or violate any provision of the Parent’s certificate of incorporation or incorporation, bylaws or Merger any equivalent organizational or governing documents of Parent or Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)4.03(b) have been obtained and all filings and notifications described in Section 4.03(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Sub or by which any of their respective properties is bound or affectedassets; 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 an event that with without notice or lapse of time or both would become a default) undertime, or materially impair the Parent’s both), or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, result in termination or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any of the respective properties or assets of the Parent or any of its Subsidiaries Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Sub is a party (or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedassets is bound) or any Permit held by it or them, except in the case of clause except, with respect to clauses (ii) and (iii), for (A) any such consents and approvals, the failure to obtain which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent and Sub to consummate the Transactions and (B) any such conflicts, violations, breaches, losses, defaults, alterationsterminations, rightsrights of termination, losses vesting, amendment, acceleration or cancellation of Liens that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation ability of Parent and Sub to consummate the Transactions.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby, will not: , (i) conflict with or violate the Parent’s certificate Constituent Documents of incorporation the Company or bylaws or Merger Sub’s Articles any of Association; its Subsidiaries, (ii) subject assuming the receipt of the approvals referred to compliance with the requirements set forth in clauses (i), (ii) and (iii) of Section 3.4(b3.04(b), conflict with or violate any Legal Requirement Law applicable to the Parent Company or any of its Subsidiaries or by which any property or asset of their respective properties the Company or any of its Subsidiaries is bound or affected; affected or (iii) assuming the making of the filings, giving of notices and receipt of the Consents contemplated by Section 3.04(b) (including any thereof within the scope of clause (iv) of such Section), result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) or require a Consent under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party under, a material benefit under or give to others any rights right of termination, amendment, acceleration acceleration, payment or cancellation of, or result in the creation of a Lien lien or other encumbrance on any of the properties property or assets of the Parent under any contract, agreement, lease, license, permit, franchise or any of its Subsidiaries pursuant to, any Contract other instrument or obligation to which the Parent Company or any of its Subsidiaries is a party or by which the Parent Company or any of its Subsidiaries or any of their respective properties are or assets is bound or affected, except in the case of clause clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not aggregate, have or reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as have a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Parent and Merger Sub do not, and the performance consummation of the Merger and the other transactions contemplated hereby, including the Financing and the ownership and operation of the Company and its subsidiaries following the Effective Time, and the compliance with the provisions of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the articles of association or other governing documents of Parent’s , the certificate of incorporation or bylaws of ZNA or Merger Sub’s Articles Sub or the comparable governing instruments of Association; any of their respective subsidiaries, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement Law, rule, regulation, order, judgment or decree applicable to the Parent Parent, ZNA or any of its Subsidiaries Merger Sub or by which any of them or any of their respective properties is are bound or affected; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien (except a Permitted Lien) on any of the properties or material assets of the Parent Parent, ZNA or any of its Subsidiaries Merger Sub pursuant to, any Contract Contracts to which the Parent Parent, ZNA or Merger Sub, or any of its Subsidiaries their subsidiaries, is a party or by which the Parent Parent, ZNA or any of its Subsidiaries Merger Sub or any of their subsidiaries or its or their respective properties are bound or affectedbound, except in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsloss, losses right or Liens that individually or in the aggregate other occurrence which would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionstransactions contemplated by this Agreement by Parent or Merger Sub.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Merger Sub and or the consummation by Parent and Sub of the Transactions by the Parent and the Merger Sub will not(with or without notice or lapse of time, or both), directly or indirectly: (i) conflict with or violate any provision of the Parent’s certificate of incorporation incorporation, by-laws or bylaws any equivalent organizational or Merger governing documents of Parent or Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)4.03(b) have been obtained and all filings and notifications described in Section 4.03(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Sub or by which any of their respective properties is bound or affectedassets; 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 (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, result in termination or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any of the respective properties or assets of the Parent or any of its Subsidiaries Sub pursuant to, any Contract to which the Parent or any of its Subsidiaries Sub is a party (or by which the Parent or any of its Subsidiaries or any of their respective properties or assets are bound bound) or affectedany Permit held by it or them, except in the case of clause except, with respect to clauses (ii) and (iii), for (A) any such consents and approvals, the failure to obtain which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Transactions and (B) any such conflicts, violations, breaches, losses, defaults, alterationsterminations, rightsrights of termination, losses vesting, amendment, acceleration or cancellation or Liens that would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 3.3(a) of the Disclosure Schedules, the execution, delivery and delivery performance by each Seller of this Agreement by and each of the Parent and Merger Sub do notAncillary Agreements to which such Seller will be a party, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent transactions contemplated hereby and the Merger Sub thereby, do not and will not: not (i) conflict with or violate the Parent’s certificate Organizational Documents of incorporation or bylaws or Merger Sub’s Articles of Association; such Seller, (ii) subject other than (x) in connection with an investigation under any applicable Antitrust Law relating to compliance with the requirements set forth in Section 3.4(b)transactions contemplated by this Agreement or (y) to the extent as would not impact the Business, conflict with or violate in any Legal Requirement material respect any Law applicable to the Parent or any of its Subsidiaries Seller or by which any property or asset of their respective properties any Seller is bound or affected; or , (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, require any consent, approval or materially impair the Parent’s authorization of, or filing with or notification to, any of its Subsidiaries’ rights or alter the rights or obligations of any third party underPerson pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation of, result in any obligation or the loss of a benefit under, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional material rights or entitlements of any Person under any Transferred Contract or (iv) result in the creation of a Lien any Encumbrance on any of the properties or assets of the Parent or any of its Subsidiaries pursuant toTransferred Assets, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedexcept, except in the case of clause clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults, alterationsEncumbrances or other occurrences that, rights, losses or Liens that individually or in the aggregate aggregate, have not had and would not reasonably be expected to (x) be have a material to adverse effect on the Parent MSG Business and its Subsidiaries the MLS Business, taken as a whole, (y) impair in or that arise as a result of any material respect facts or circumstances created by the ability Buyer or any of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAffiliates.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Purchase Agreement by the Parent and each of Merger Sub and Parent, as applicable, do not, and the performance of this Agreement and the Purchase Agreement by the Parent and each of Merger Sub and Parent, as applicable, and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: , (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth requirements, filings, consents and approvals referred to in Section 3.4(b2.3(b), conflict with or violate any Legal Requirement law, regulation, court order, judgment or decree applicable to the Merger Sub or Parent or any of its Subsidiaries or by which any of their respective properties property is bound or affected; subject, (ii) violate or conflict with the Certificate of Incorporation or By-Laws of Merger Sub or the Certificate of Incorporation or By-Laws of Parent or (iii) subject to the requirements, filings, consents and approvals referred to in Section 2.3(b), result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration cancellation or cancellation preemption of, or result in the creation of a Lien lien, security interest, pledge, claim, charge, restriction, covenant, condition or encumbrance of any nature whatsoever ("Lien") on any of the properties property or assets of the Merger Sub or Parent or any of its Subsidiaries pursuant to, any Contract contract, agreement, indenture, lease or other instrument of any kind, permit, license or franchise to which the Merger Sub or Parent or any of its Subsidiaries is a party or by which the either Merger Sub or Parent or any of its Subsidiaries or any of their respective properties are bound or affectedsubject except, except in the case of clause (ii) and (iii), any for such conflicts, violationsbreaches, defaults, alterations, rights, losses or Liens that individually or in the aggregate which would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) materially impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay consummate the consummation of the Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions Offer, the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of Parent or Sub under (other than any such Lien created as a result of any action taken by the Parent and the Merger Sub will not: (iCompany or any Company Subsidiary) conflict with or violate the any provision of Parent’s certificate of formation, Sub’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; bylaws, (iib) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 3.4(b)5.03(b) have been obtained prior to the Acceptance Time and all filings and notifications described in Section 5.03(b) have been made and any waiting periods thereunder have terminated or expired prior to the Acceptance Time, conflict with or violate any Legal Requirement Law applicable to the Parent or Sub or by which any property or asset of its Subsidiaries Parent or Sub is bound, or (c) any note, bond, mortgage, indenture, contract, agreement, lease, license, franchise, Permit or other legally binding obligation to which Parent or Sub is a party or by which any of their respective properties is bound or affected; or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant toare bound, any Contract except, as to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults, alterationsrights of termination, rightscancellation or acceleration, losses or Liens that which would not, individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by the Parent AANP and Merger Sub do Newco does not, and the performance of this Agreement by the Parent AANP and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub Newco will not: not (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws By-Laws, as amended or Merger Sub’s Articles restated, of Association; AANP or Newco, (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement Laws in effect as of the date of this Agreement applicable to the Parent AANP or any of its Subsidiaries Newco or by which any of their respective properties is bound or affected; bound, or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on lien or Encumbrance on, any of the properties or assets of the Parent AANP or any of its Subsidiaries Newco pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent AANP or any of its Subsidiaries Newco is a party or by which the Parent AANP or any of its Subsidiaries Newco or any of their respective properties are is bound or affected, subject except in the case of clause (ii) and (iii), any such conflicts, violationsfor breaches, defaults, alterationsevents, rightsrights of termination, losses amendment, acceleration or Liens cancellation, payment obligations or liens or Encumbrances that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the business, properties, assets, condition (xfinancial or otherwise) be material to the Parent operations or prospects of AANP and its Subsidiaries subsidiaries, taken as a whole, or on the transactions herein contemplated (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions."AANP Material Adverse Effect"). -------------------------------

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Parent and Merger Sub do not, not and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: not (i) conflict with or violate the Parent’s certificate respective Organizational Documents of incorporation or bylaws Parent or Merger Sub’s Articles of Association, assuming the Parent Requisite Shareholder Vote has been obtained and all filings and obligations contemplated by subsection (b) below have been made or satisfied; (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement law or Order applicable to the Parent or any of its Subsidiaries Merger Sub or by which either of them or any of their respective properties is bound are bound, assuming that all consents, approvals, authorizations and other actions contemplated by subsection (b) below have been obtained or affectedtaken; or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Contracts to which Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsloss, losses right or Liens that other occurrence which would not, individually or in the aggregate would not reasonably be expected to (x) be material to the aggregate, have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent Parent, Fimalac-U.S. and Merger Acquisition Sub do not, and the performance of this Agreement by the Parent Parent, Fimalac-U.S. and Merger Sub and the consummation of the Transactions by the Parent and the Merger Acquisition Sub will not: , (i) conflict with or violate the Parent’s certificate of incorporation (or bylaws equivalent organizational documents) or Merger by-laws of Parent, Fimalac-U.S. or Acquisition Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the Parent or any of its Subsidiaries subsidiaries or by which any of its or their respective properties is are bound or affected; , or (iii) result in 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 modification in a manner materially adverse to Parent or its subsidiaries of any right or benefit under, or impair the Parent’s 's or any of its Subsidiaries’ subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration acceleration, repayment or repurchase, increased payments or cancellation ofunder, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries is a party subsidiaries or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause (ii) and or (iii)) only, for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, have a whole, (y) impair in any material respect the ability of the Material Adverse Effect on Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionssubsidiaries.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Voting Agreement by the Parent and each of Merger Sub and Parent, as applicable, do not, and the performance of this Agreement and the Voting Agreement by the Parent and each of Merger Sub and Parent, as applicable, and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: , (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth requirements, filings, consents and approvals referred to in Section 3.4(b2.3(b), conflict with or violate any Legal Requirement law, regulation, court order, judgment or decree applicable to the Merger Sub or Parent or any of its Subsidiaries or by which any of their respective properties property is bound or affected; subject, (ii) violate or conflict with the Certificate of Incorporation or By-Laws of Merger Sub or the Certificate of Incorporation or By-Laws of Parent or (iii) subject to the requirements, filings, consents and approvals referred to in Section 2.3(b), result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of a Lien lien, security interest, pledge, claim, charge or encumbrance of any nature whatsoever (“Lien”) on any of the properties property or assets of the Merger Sub or Parent or any of its Subsidiaries pursuant to, any Contract contract, agreement, indenture, lease or other instrument of any kind, permit, license or franchise to which the Merger Sub or Parent or any of its Subsidiaries is a party or by which the either Merger Sub or Parent or any of its Subsidiaries or any of their respective properties are bound or affectedsubject except, except in the case of clause (ii) and (iii), any for such conflicts, violationsbreaches, defaults, alterations, rights, losses or Liens that individually or in the aggregate which would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) materially impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay consummate the consummation of the Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of, the performance by each of the Parent and the Merger Sub of its obligations under, this Agreement and the Mortgage Business Sale Agreement and the consummation of the transactions contemplated by this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the or Merger Sub will not: (i) conflict with or violate the Parent’s certificate respective organizational documents of incorporation or bylaws Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained and all filings described in Section 3.4(b)subsection (b) below have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any either of them or their respective properties is bound or affected; assets are bound, or (iii) violate or conflict with, or result in any a breach of any provision of, or constitute require any consent, waiver or approval or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that that, with notice or lapse the giving of notice, the passage of time or both otherwise, would become constitute a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, default or give rise to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such right) under any of the properties terms, conditions or assets provisions of the Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent Parent, Merger Sub or any of its Subsidiaries their Affiliates is a party or by which the Parent Parent, Merger Sub or any of its Subsidiaries their Affiliates or any of their respective properties or assets are bound or affected(iv) violate any Law applicable to Parent or Merger Sub or by which any of its or any of their respective assets are bound, except in the case of clause clauses (ii) and (iii), any such conflicts, violations, defaults, alterations, rights, losses or Liens that individually or in the aggregate which would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeprevent, (y) materially impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent X.XXX and Merger Sub do Newco does not, and the performance of this Agreement by the Parent X.XXX and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub Newco will not: not (i) conflict with or violate the Parent’s certificate charter or By-Laws, as amended or restated, of incorporation X.XXX or bylaws or Merger Sub’s Articles of Association; Newco, (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement Laws in effect as of the date of this Agreement applicable to the Parent X.XXX or any of its Subsidiaries Newco or by which any of their respective properties is bound or affected; are bound, or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on lien or encumbrance on, any of the properties or assets of the Parent X.XXX or any of its Subsidiaries Newco pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent X.XXX or any of its Subsidiaries Newco is a party or by which the Parent X.XXX or any of its Subsidiaries Newco or any of their respective properties are is bound or affected, subject except in the case of clause (ii) and (iii), any such conflicts, violationsfor breaches, defaults, alterationsevents, rightsrights of termination, losses amendment, acceleration or Liens cancellation, payment obligations or liens or encumbrances that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the business, properties, assets, condition (xfinancial or otherwise) be material to the Parent operations or prospects of X.XXX and its Subsidiaries Subsidiaries, taken as a whole, or on the transactions herein contemplated (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionsherein a "X.XXX MATERIAL ADVERSE EFFECT").

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: , (i) conflict with or violate the Parent’s certificate of incorporation or bylaws of either Parent or Merger Sub’s Articles of Association; , (ii) subject to compliance with the requirements set forth in Section 3.4(b), conflict with or violate any Legal Requirement law, rule, regulation, order, judgment or decree applicable to the either Parent or any of its Subsidiaries Sub or by which any of their respective properties is or assets are bound or affected; , or (iii) result in any breach of or constitute a default (or an event that which, with notice or notice, lapse of time or both both, would become a default) under, or materially impair result in the Parent’s or any loss of its Subsidiaries’ rights or alter the rights or obligations of any third party under, a material benefit under or give to others any rights right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a Lien lien or other encumbrance on any of the properties or assets of the either Parent or any of its Subsidiaries Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or any other instrument or obligation to which the either Parent or any of its Subsidiaries Sub is a party or by which the either Parent or any of its Subsidiaries Sub or any of their respective properties are or assets is bound or affected, except in the case of clause clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences which would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to aggregate, prevent or materially delay or impair the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability performance by each of the Parent or Merger Sub to perform of any of its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the Transactionstransactions contemplated hereby (a "Parent Material Adverse Effect").

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by the Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) contravene, conflict with or violate the Parent’s certificate memorandum and articles of incorporation or bylaws association of either Parent or Merger Sub’s Articles of Association; Sub (assuming the Parent Shareholder Approval is obtained), (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)4.03(a) have been obtained or taken, all filings and obligations described in Section 4.03(a) have been made or satisfied and the Parent Shareholder Approval is obtained, contravene, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub or by which any property or asset of their respective properties either of them is bound or affected; , or (iii) violate, conflict with, require consent under, result in any breach of of, or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of the Parent or any of its Subsidiaries Merger Sub (other than Permitted Encumbrances) pursuant to, any Contract or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or any of its Subsidiaries Merger Sub or any property or asset of their respective properties are either of them is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii)) above, for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in prevent or materially delay consummation of any material respect the ability of the Transactions by Parent or Merger Sub or otherwise have a materially adverse effect on the ability of Parent and Merger Sub to perform its their material obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent Parent’s and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub Sub’s obligations hereunder will not: , (i) conflict with or violate the Parent’s certificate their respective certificates of incorporation or bylaws or Merger Sub’s Articles of Association; formation, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Legal Requirement Law applicable to the Parent or any of its Subsidiaries Merger Sub, or by which any of their respective Parent’s or Merger Sub’s properties or assets is bound or affected; bound, or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any of the Parent’s or Merger Sub’s properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or any of its Subsidiaries Merger Sub is a party or by which the Parent or Merger Sub or any of its Subsidiaries Parent’s or any of their respective Merger Sub’s properties are bound or affectedassets is bound, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences that would not, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeaggregate, (y) impair in any material respect the ability prevent consummation of the Merger or the Contemplated Transactions or otherwise prevent Parent or Merger Sub to perform from performing its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsAgreement.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth on Schedule 3.3(a), the execution, delivery and delivery performance by each Seller of this Agreement by and each of the Parent and Merger Sub do notother Acquisition Agreements to which such Seller is a party, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent transactions contemplated hereby and the Merger Sub thereby, do not and will not: (i) conflict with or violate the Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth in Section 3.4(b)not violate, conflict with or violate any Legal Requirement applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; or (iii) with, result in any breach of a breach, cancellation, or termination of, constitute a default (under, result in the creation of any Lien on any of the Purchased Assets, or an event that result in a circumstance that, with our without notice or lapse of time or both both, would become constitute any of the foregoing under (i) the Organizational Documents of such Seller, (ii) any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected, (iii) any Contract to which Seller is a default) underparty or by which Seller, or materially impair the Parent’s or any of its Subsidiaries’ rights their respective properties or alter assets is bound, including any Transferred Contract, nor do any of the rights foregoing in this clause (iii) require any consent, approval or obligations of authorization of, or filing with or notification to, any third party underPerson pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation any obligation or loss of a Lien on benefit under, allow the imposition of any fees or penalties under, give rise to any increased guaranteed, accelerated or additional rights or entitlements of the properties or assets of the Parent or any of its Subsidiaries pursuant toPerson under any Transferred Contract, (iv) any Contract to which the Parent or any of its Subsidiaries is a party or Permit, including Environmental Permit, held by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedsuch Seller, except in the case of clause each of clauses (ii), (iii) and (iiiiv), any where such conflictsviolation, violationsconflict, defaultsbreach, alterationscancellation, rights, losses termination or Liens that individually or in the aggregate default has not had and would not reasonably be expected to (x) be have, individually or in the aggregate, a material to detrimental effect on the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsP&F Business.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Acquiror of this Purchase Agreement by and all other Agreements, documents, certificates or other instruments contemplated hereby, the Parent fulfillment of and Merger Sub do notcompliance with the respective terms and provisions hereof and thereof, and the performance of this Agreement consummation by the Parent and Merger Sub and the consummation Acquiror of the Transactions by the Parent transactions contemplated hereby and the Merger Sub thereby, do not and will not: (i) conflict with with, or violate any provision of, the Parent’s certificate of incorporation or the bylaws or Merger Sub’s Articles of AssociationAcquiror; (ii) subject to compliance obtaining the consents, approvals, authorizations and permits of, and making filings with or notifications to, the requirements set forth in Section 3.4(b)applicable Governmental Entity pursuant to the applicable requirements, if any, of the HSR Act, conflict with or violate any Legal Requirement Law applicable to the Parent Acquiror or any of its Subsidiaries or by which any of their respective properties is bound or affectedAssets; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, under any Agreement to which Acquiror is a party or materially impair the Parent’s by which Acquiror or any of its Subsidiaries’ rights Assets may be bound; or alter (iv) result in or require the rights creation or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation imposition of, or result in the creation of a Lien on acceleration of, any of the properties or assets of the Parent indebtedness or any Encumbrance of its Subsidiaries pursuant any nature upon, or with respect to, Acquiror; except for any Contract to which the Parent such conflict or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except violation described in the case of clause (ii) and (iii)above, any such conflictsconflict, violationsbreach or default described in clause (iii) above, defaultsor any such creation, alterations, rights, losses imposition or Liens acceleration described in clause (iv) above that individually or in the aggregate would not reasonably be expected to (x) be material to have an Acquiror Material Adverse Effect and that would not prevent Acquiror from consummating the Parent and its Subsidiaries taken as transactions contemplated hereunder on a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionstimely basis.

No Conflict; Required Filings and Consents. (a) The execution Except as contemplated herein, the execution, delivery and delivery of this Agreement by the Parent and Merger Sub do not, and the performance of this Agreement by the Parent and Merger Sub and Company, the consummation of the Transactions Offer, and the consummation by the Parent and Company of the Merger Sub does not and will not: , (i) conflict with or violate the Parent’s certificate Certificate of incorporation Incorporation or bylaws Bylaws or Merger Sub’s Articles comparable governing instruments of Association; any Company Subsidiary, assuming that all consents, approvals and authorizations contemplated by clauses (iii) subject to compliance with the requirements set forth through (vii) of subsection (b) below have been obtained, and all filings described in Section 3.4(b)such clauses have been made, conflict with or violate any Legal Requirement United States or foreign federal, state or local law, constitution, treaty, ordinance, code, rule, regulation, statute, order, executive order, writ, injunction, judgment, decree, ruling, award or other similar legal requirement enacted, issued, adopted or promulgated by a Governmental Entity that is binding upon or applicable to the Parent or any of its Subsidiaries or by which any of their respective properties is bound or affected; such Person, as amended unless expressly specified otherwise herein (“Law”) or (iiiii) (A) result in 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), or materially impair the Parent’s or (B) give rise to any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Parent Company or any of its Subsidiaries pursuant tounder any note, any Contract bond, mortgage, indenture, contract, agreement, lease, license or other instrument (each, a “Contract”) to which the Parent Company or any of its Subsidiaries is a party or by which the Parent Company or any of its Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clause clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightsloss, losses right or Liens other occurrence that would not have, individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Parent Parents and Merger Sub Mergerco do not, and the performance of this Agreement by the Parent Parents and Merger Sub Mergerco will not and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: , (i) conflict with or violate the Parent’s certificates of formation or limited liability company agreements (or equivalent organizational documents) of the Parents or the certificate of incorporation or bylaws (or Merger Sub’s Articles equivalent organizational documents) of AssociationMergerco; (ii) subject to compliance with assuming the requirements set forth consents, approvals and authorizations specified in Section 3.4(b)5.04(b) have been received and the waiting periods referred to therein have expired, and any condition to the effectiveness of such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Legal Requirement Law applicable to the Parent Parents or any of its Subsidiaries or by which any of their respective properties is bound or affectedMergerco; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a defaultboth) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties Parents or assets of the Parent or any of its Subsidiaries Mergerco pursuant to, any Contract note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the a Parent or any of its Subsidiaries Mergerco is a party or by which the a Parent or any of its Subsidiaries Mergerco or any property or asset of their respective properties are a Parent or Mergerco is bound or affected, except other than, in the case of clause clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterationsdefaults or other occurrences of the type referred to above which would not have, rights, losses or Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as aggregate, a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMergerco Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Parent and Merger Sub do not, and the or performance of this Agreement by the Parent and Parent, Merger Sub and I or Merger Sub II or the consummation by Parent, Merger Sub I or Merger Sub II of the Transactions transactions contemplated by the Parent and the Merger Sub will notthis Agreement will: (i) conflict with or violate any provision of the Parent’s articles of organization, certificate of incorporation formation or bylaws any equivalent organizational or governing documents of each of Parent, Merger Sub I or Merger Sub’s Articles of AssociationSub II; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.4(b)4.3(b) have been obtained and all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Legal Requirement Law applicable to the Parent Parent, Merger Sub I or Merger Sub II or any of its Subsidiaries their respective properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of, 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, cancellation, purchase or sale under, or result in the triggering of any payment or creation of a Lien (other than a Permitted Lien) upon any of the respective properties or assets of Parent, Merger Sub I or Merger Sub II pursuant to, any Contract to which Parent, Merger Sub I or Merger Sub II is a party (or by which any of their respective properties is bound or affected; or assets (iiiincluding rights) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a defaultare bound) under, or materially impair the Parent’s or any of its Subsidiaries’ rights Permit held by it or alter the rights or obligations of any third party underthem, or give except, with respect to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause clauses (ii) and (iii), any such conflictsas would not, violations, defaults, alterations, rights, losses or Liens that individually or in the aggregate would not aggregate, reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a wholeprevent, (y) materially delay or materially impair in any material respect the ability of the Parent Parent, Merger Sub I or Merger Sub II to perform its obligations under this Agreement or (z) prevent or materially delay consummate the consummation of the TransactionsMergers.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Xxxxxx and Acquisition Sub nor the consummation by Parent and Merger Acquisition Sub do not, and the performance of this Agreement by the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub transactions contemplated hereby will not: (i) conflict with violate any provision of Parent's or violate the Parent’s its Subsidiaries' (including Acquisition Sub's) certificate of incorporation or bylaws (or Merger Sub’s Articles of Association; equivalent organizational documents), (ii) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 3.4(b)5.3(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Legal Requirement Law applicable to the 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 or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, acceleration or cancellation of, any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party, or by which any of their respective properties is bound or affected; or (iii) result in 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 materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant tois bound, any Contract to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective properties are bound or affectedother than, except in the case of clause clauses (ii) and (iii), any such conflictsconflict, violationsviolation, defaultsbreach, alterationsdefault, rightstermination, losses acceleration or Liens cancellation that individually or in the aggregate would not reasonably be expected to (x) be material to the have a Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the TransactionsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of Acquiror and Merger Sub of this Agreement by and the Parent other Transaction Documents to which each of Acquiror and Merger Sub do is or will at the Closing be a party does not, and the performance of this Agreement by the Parent each of Acquiror and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not: , (i) conflict with or violate the Parent’s certificate of incorporation Acquiror Organizational Documents or bylaws or the Merger Sub’s Articles of Association; Sub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b)5.05(b) have been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any Legal Requirement Law, rule, regulation, order, judgment or decree applicable to the Parent each of Acquiror or any of its Subsidiaries Merger Sub or by which any of their respective properties property or assets is bound or affected; , or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties each of Acquiror or assets of the Parent or any of its Subsidiaries Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent each of Acquiror or any of its Subsidiaries Merger Sub is a party or by which the Parent each of Acquiror or any of its Subsidiaries Merger Sub or any of their respective properties are property or assets is bound or affected, except in the case of clause except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaultsbreaches, alterations, rights, losses defaults or Liens other occurrences that individually or in the aggregate would not reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactionshave an Acquiror Material Adverse Effect.