Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under or any Company Subsidiary under, any provision of (i) the Company Charter DocumentsConstituent Instruments or the comparable charter or organizational documents of any Company Subsidiary, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Company Disclosure Letter and except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (ia) the Company Charter DocumentsConstituent Instruments, (iib) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required any filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company such Purchaser of this Agreement does not, and the Registration Rights Agreement and the consummation by such Purchaser of the Transactions transactions contemplated hereby and compliance with thereby will not (i) result in a violation of the terms hereof and thereof will notorganizational documents of such Purchaser (if such Purchaser is an entity), (ii) subject to the Regulatory Approvals, conflict with, or result in any violation of or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of of, any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise indenture or other instrument (a “Contract”) to which the Company such Purchaser is a party or by which any of their respective properties or assets is bound party, or (iii) subject to the filings and other matters referred to result in Section 3.04(b)a violation of any law, any material judgmentrule, order regulation, order, judgment or decree (“Judgment”including federal and state securities laws) or material Law applicable to the Company or its properties or assetssuch Purchaser, other than, except in the case of clauses (ii) and (iii) above, any for such items thatconflicts, defaults, rights or violations which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for material adverse effect on the ability of such Purchaser to perform its obligations hereunder. The Purchaser is not required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material to obtain any consent, approvalwaiver, license, permit, authorization or order or authorization (“Consent”) of, give any notice to, or registration, declaration make any filing or filing registration with, any court or permit fromother federal, any Governmental Entity is required to be obtained state, local or made by other governmental authority or with respect to the Company other Person in connection with the execution, delivery and performance of this Agreement or by the consummation Purchaser of the TransactionsTransaction Documents and the transactions contemplated thereby (including the purchase of the Securities), other than the Regulatory Approvals.

No Conflicts; Consents. (a) The execution and delivery hereof by the Company of this Agreement does do not, and and, subject to the receipt of the Company Stockholder Approval, the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, require any consent or notice under, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or result in the triggering of any payments pursuant to, or the creation of any Lien upon any of the properties or assets of the Company under or any Company Subsidiary under, any provision of (i) the Company Charter DocumentsCharter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary, (ii) any material contractindenture, leasecredit agreement, license, indenturemortgage, note, bondinstrument of indebtedness, agreement, permit, concession, franchise Company Contract or other instrument (a “Contract”) Company Benefit Plan to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order Judgment or decree (“Judgment”) or material Law applicable to the Company or its any Company Subsidiary or their respective properties or assets, assets other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and had, or would not reasonably be expected to have have, a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material No consent, approval, waiver, license, permit, order franchise, authorization or authorization Judgment (“Consent”) of, or registration, declaration declaration, notice, report, submission or other filing (“Filing”) with, any government or permit fromany arbitrator, any tribunal or court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality (in each case whether federal, state, local, foreign, international or multinational) (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the Transactions, other than (i) Filings and Consents under the competition, antitrust, merger control or investment laws set forth on Schedule 3.04(b) (the Filings and Consents identified in this clause (i), the “Required Antitrust Filings”), (ii) the filing with the SEC of (A) (x) the proxy statement relating to the Company Stockholders Meeting, which will be used as a prospectus of Parent with respect to the shares of Parent Common Stock and Depositary Shares issuable in connection with the Merger (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and (y) the registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock and Depositary Shares in connection with the Merger will be registered pursuant to the Securities Act and in which the Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”), and (B) such Filings under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) such Filings and Consents as may be required in connection with the Taxes described in Section 6.08 (Transfer Taxes) and (vi) such other Consents or Filings under applicable Law the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions do not and compliance with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (ia) the Company Charter DocumentsCertificate of Trust or the Trust Agreement (as defined in the Credit Agreement) of the Company, (iib) any material legally binding contract, lease, license, indenture, note, bond, indenture or agreement, permit, concession, franchise or other instrument (a “Contract”) legal binding arrangement, to which the Company is a party or by which any of their respective its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 3.04(b)any stay, any material judgment, order or decree (“Judgment”) or material Law statute, law, ordinance, rule or regulation, domestic or foreign, applicable to the Company or its properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No consent, approval, waiver, license, permit, order or authorization of, or registration, declaration, notification or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by the Company in connection with the consummation of the Transactions, other than those which if not had and obtained or made would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.. Further, the Share Exchange (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien lien, security interest, pledge, equities or claims of any kind, voting trusts or other encumbrances (collectively “Liens”) upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”) applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings by the Parent with the Securities and Exchange Commission (the “Commission” or “SEC”) Commission and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation performance by the Company of the Transactionsits obligations under this Agreement.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by the Company of this Agreement does not, and the consummation subject to receipt of the Transactions filing and compliance recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 3.05(b), the performance of this Agreement by the Company will not (i) conflict with or violate the terms hereof Company Organizational Documents, (ii) assuming that all consents, approvals, authorizations and thereof will notother actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict withwith or violate any Law applicable to the Company or by which any property or asset of the Company is bound or affected, or (iii) to the Knowledge of the Company, result in any violation breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or to loss of a material benefit underof, or result in the creation of a Lien (other than any Lien upon Permitted Lien) on any of the properties property or assets asset of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b)pursuant to, any material judgmentCompany Material Contract or any Company Permit, order or decree (“Judgment”) or material Law applicable except, with respect to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above), for any such items thatconflicts, individually violations, breaches, defaults or in the aggregate, have not had and other occurrences as would not reasonably be expected material to have the Company, taken as a Company Material Adverse Effectwhole. (b) Except for required filings with The execution and delivery of this Agreement by the Securities Company does not, and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionsperformance of this Agreement by the Company will not, no material require any consent, approval, license, permit, order franchise, authorization or authorization (“Consent”) permit of, or registrationfiling with or notification to any Governmental Authority, declaration except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing withand recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or permit fromto make such filings or notifications, any Governmental Entity is required to be obtained or made by or with respect to the would not have a Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMaterial Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of the Company Sellers of this Agreement does not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and compliance by each of the Sellers with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documentsgoverning instruments of any of the Sellers which are not a natural person, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which any of the Company Sellers is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order Judgment or decree (“Judgment”) or material Applicable Law applicable to any of the Company Sellers or its its, his or their, as applicable, properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Seller Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to any of the Company Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsAcquisition or the other transactions contemplated hereby, other than (A) compliance with and filings with the Agency for Health Care Administration and the Centers for Medicare and Medicaid necessary with respect to the change in the owner of the Partnership Interests as described in this Agreement, and (B) any Consent, registration, declaration or filing the failure of which to obtain or make would not have, individually or in the aggregate, a Seller Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company Deerfield of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation 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 loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company under Deerfield under, any provision of (i) the Company Deerfield Charter Documentsor Deerfield Bylaws, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Company Deerfield is a party or by to which any of their respective its properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 3.04(b4.5(b), any material judgment, order or decree (“Judgment”) Order or material Law applicable to the Company Deerfield or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Deerfield Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “"Blue Sky” " or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Deerfield in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as identified in Schedule 3.3, neither the execution and delivery by of the Company of this Agreement does notMerger Agreements, and nor the consummation of the Transactions and Transactions, nor compliance by Core with any of the terms hereof and thereof will notprovisions of the Merger Agreements, will: (a) violate any provision of the corporate charter or bylaws of Core or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Core or any of its properties or assets; (b) violate, or conflict with, or result in a breach of any violation of provision of, or constitute a default (under, or any event which, with or without due notice or lapse of time, or both) , would constitute a default under, or give rise to a right of terminationresult in the termination of, cancellation or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Core under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Core is a party, or by which Core or any of its properties or assets may be bound or affected, including, without limitation, any agreement, arrangement, document, policy or obligation disclosed or required to be disclosed in any of the Company under Exhibits or Schedules to this Agreement; or (c) require any provision consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) filing articles and certificates of merger pursuant to the Company Charter Documentslaws of any state, (ii) any material contractfilings required under the securities or blue sky laws of the various states, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to filings under the HSR Act, or (iv) consents, approvals, authorizations, permits, filings and other matters referred to in Section 3.04(b)or notifications which, any material judgmentif not obtained or made, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatwill not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with material adverse effect on the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement Merger or the consummation business, prospects, assets, properties or condition (financial or otherwise) of the TransactionsCore.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by the Company of this Agreement does not, and the consummation subject to receipt of the Transactions filing and compliance recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 3.05(b), the performance of this Agreement by the Company will not (i) conflict with or violate the terms hereof Company Organizational Documents, (ii) to the Knowledge of the Company and thereof will notassuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict withwith or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) to the Knowledge of the Company, result in any violation breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or to loss of a material benefit underof, or result in the creation of a Lien (other than any Lien upon Permitted Lien) on any of the properties material property or assets material asset of the Company under or any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b)Subsidiary pursuant to, any material judgmentCompany Material Contract or any Company Permit, order or decree (“Judgment”) or material Law applicable except, with respect to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above), for any such items thatconflicts, individually violations, breaches, defaults or in the aggregate, have not had and other occurrences as would not reasonably be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. (b) Except for required filings with The execution and delivery of this Agreement by the Securities Company does not, and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionsperformance of this Agreement by the Company will not, no material require any consent, approval, license, permit, order franchise, authorization or authorization (“Consent”) permit of, or registrationfiling with or notification to any Governmental Authority, declaration except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing withand recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or permit fromto make such filings or notifications, any Governmental Entity is required to be obtained or made by or with respect to the would not have a Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMaterial Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for filings required under NRS with respect to the Merger, required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation performance by the Company of the Transactionsits obligations under this Agreement.

No Conflicts; Consents. (a) The execution Except as set forth in Section 4.05 of the Disclosure Schedules, the execution, delivery and delivery performance by the Company Companies of this Agreement does notand the other Transaction Documents to which they are parties, and the consummation of the Transactions transactions contemplated hereby and compliance with the terms hereof thereby, do not and thereof will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Companies; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Companies; (c) except as set forth in Section 4.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in any a violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time, time or both) , would constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation acceleration of or create in any Lien upon party the right to accelerate, terminate, modify or cancel any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Material Contract to which the Company is Companies are a party or by which the Companies are bound or to which any of their respective properties and assets are subject or any Permit affecting the properties, assets or business of the Companies; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets is bound of the Companies except for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or (iii) subject Encumbrances that would not in the aggregate be material to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have Companies taken as a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material whole. No consent, approval, licensePermit, permit, order or authorization (“Consent”) of, or registrationGovernmental Order, declaration or filing with, or permit fromnotice to, any Governmental Entity Authority is required to be obtained or made by or with respect to the Company Companies in connection with the execution, execution and delivery and performance of this Agreement or and the other Transaction Documents and the consummation of the Transactionstransactions contemplated hereby and thereby.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does do not, and the performance of and consummation of the Transactions and compliance by the Group Companies with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than any Permitted Liens) upon any of the properties or assets of the any Group Company under any provision of under, (i) the organizational documents of any Group Company Charter Documents, or (iiii)(A) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the any Group Company is a party or by which any of their respective properties or assets is bound or (iiiB) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order Judgment or decree (“Judgment”) or material Law applicable to the any Group Company or its their respective properties or assets, other than, in the case of clauses clause (ii) above, (x) including any Contract, Judgment or Law set forth in Section 3.04(a)(x) of the Seller Disclosure Letter and (iiiy) above, other than any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the any Group Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) those that may be required solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to any other third Person’s) participation in the Transactions and (ii) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions Share Exchange and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsShare Exchange.

No Conflicts; Consents. (a) The Except as set forth in Section 2.05(a) of the Company Disclosure Letter, the execution and delivery by the Company Seller of this Agreement does do not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and compliance by Seller with the terms hereof and thereof will not, conflict with, constitute 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 loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company under Companies under, any provision of (i) the Company Charter Documentscertificate of incorporation, bylaws or other Organizational Documents of Seller or the Companies, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Material Contract to which the a Company is a party or by which any of their its respective properties or assets is bound or bound, (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Companies or its their respective properties or assets, other than, than in the each case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Seller or with respect to the Company Companies in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s consummation of the TransactionsAcquisition or the other transactions contemplated hereby except for such Consents, registrations, declarations or filings which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or and Seller Ancillary Documents, the consummation of the Transactionstransactions and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (i) if Seller is not a natural person, result in a violation or breach of any provision of its governing documents, (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller or (iii) as the case may be, except as set forth in Section 3.8 of the Disclosure Schedules, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, require the consent, notice or other action by any other Person under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel (a) any contract, agreement, permit, franchise, license or other instrument applicable to such Seller, (b) any judgment, decree or order of any Governmental Authority to which such Seller is a party or is required by or regarding such Seller’s execution and delivery of this Agreement and consummating the contemplated transactions, except (1) as to clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on such Seller’s ability to consummate the contemplated transactions, and (2) for such filings as required under the HSR Act.

No Conflicts; Consents. (a) The Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under any provision of (ia) the Company Charter DocumentsConstituent Instruments or the comparable charter or organizational documents of any Company Subsidiary, (iib) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Company Disclosure Letter and except for required filings with England and Whales, the Securities and Exchange Commission (the “SEC”) Financial Services Authority and applicable “Blue Sky” or state local securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments or, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Skyblue sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation performance by the Company of the Transactionsits obligations under this Agreement.

No Conflicts; Consents. (a) The execution and delivery hereof by the Company of this Agreement does do not, and and, subject to the receipt of the Company Stockholder Approval, the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, require any consent or notice under, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or result in the triggering of any payments pursuant to, or the creation of any Lien upon any of the properties or assets of the Company under or any Company Subsidiary under, any provision of (i) the Company Charter DocumentsCharter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary, (ii) any material contractindenture, leasecredit agreement, license, indenturemortgage, note, bondinstrument of indebtedness, agreement, permit, concession, franchise Company Contract or other instrument (a “Contract”) Company Benefit Plan to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order Judgment or decree (“Judgment”) or material Law applicable to the Company or its any Company Subsidiary or their respective properties or assets, assets other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and had, or would not reasonably be expected to have have, a Company Material Adverse Effect. (b) Except for required filings with the Securities . The representations and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company warranties set forth in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.this

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the each Company of this Agreement each Basic Document to which such entity is a party does not, not and the consummation of the Transactions and compliance with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, Organization Documents of such Company; (ii) any material contract, lease, license, indenture, note, bond, agreementmortgage, permitindenture, concessiondeed of trust, franchise license, lease, contract, commitment, agreement or other instrument (a “Contract”) arrangement to which the such Company is a party or by which any of their respective its properties or assets is bound are bound, except for Debt to Be Repaid; or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) decree, or material Law statute, law, ordinance, rule or regulation applicable to the such Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to the any Company in connection with the execution, delivery and performance of this Agreement any Basic Document or the consummation of the TransactionsTransactions or the other transactions contemplated hereby or thereby, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect, other than filings required pursuant to applicable antitrust laws, approvals required pursuant to the L▇▇ ▇▇▇▇▇▇▇▇▇ Statute if applicable to the transactions contemplated hereby to occur in connection with the M-T Acquisition, U.S. Federal, state and foreign securities and Blue Sky laws in connection with the offering and sale of the Senior Subordinated Notes and Equity Issuance and Chinese governmental consent to the transfer of the Chinese Subsidiaries.

No Conflicts; Consents. (a) The Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under any provision of (ia) the Company Charter DocumentsConstituent Instruments or the comparable charter or organizational documents of any Company Subsidiary, (iib) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Company Disclosure Letter and except for required filings with the Securities and Exchange Commission (State of Florida, the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by each of the Company Sellers of this Agreement does not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and compliance by each of the Sellers with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documentsgoverning instruments of any of the Sellers which are not a natural person, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which any of the Company Sellers is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order Judgment or decree (“Judgment”) or material Applicable Law applicable to any of the Company Sellers or its its, his or their, as applicable, properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Seller Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to any of the Company Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsAcquisition or the other transactions contemplated hereby, other than (A) compliance with and filings with the Agency for Health Care Administration and the Centers for Medicare and Medicaid necessary with respect to the change in the owner of the LLC Interests as described in this Agreement, and (B) any Consent, registration, declaration or filing the failure of which to obtain or make would not have, individually or in the aggregate, a Seller Material Adverse Effect.

No Conflicts; Consents. (a) The Neither the execution and delivery by the Company of this Agreement does not, and nor the consummation of the Transactions and compliance transactions contemplated hereby will (i) violate or conflict with any provisions of the terms hereof and thereof will notarticles of incorporation, bylaws, partnership agreements or other applicable governing documents of any Company, (ii) except as set forth on Schedule 2.4, violate, conflict with, or result in the breach or termination of, or otherwise give any violation other contracting party (which has not consented to such execution, delivery, and consummation) the right to change any material terms of or default (with to terminate or without notice accelerate the maturity of or lapse of time, to be entitled to a material penalty or both) other material payment or material price reduction under, or give rise to constitute a right material default under the terms of, (A) any lease of terminationreal property, cancellation (B) any agreement, note, or acceleration instrument for borrowed money, (C) any tolling or other processing or storage agreement with a mill customer or end use customer of any obligation or to loss of a material benefit underCompany, or (D) any other material agreement or instrument to which any Company is a party, (iii) result in the creation of any Lien upon Encumbrance on any of the Company's properties or assets pursuant to the terms of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, such lease, licenseagreement or instrument, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to except for any Encumbrances which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. material adverse effect on the Companies, taken as a whole, (biv) Except except for required filings with applicable requirements of the Securities and Exchange Commission ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “SEC”) "HSR Act"), and applicable “Blue Sky” any similar foreign statutes or state securities commissionsregulations, no material violate or conflict with (or require any filing, consent, approvalor similar action under) any law, licenserule, permitregulation, order judgment, order, injunction, decree or authorization (“Consent”) ofaward that applies to or binds any Company, or registration, declaration or filing with, or permit from, (v) require the consent of any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionsother person.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company Sellers of this Agreement does notand the other Transaction Documents to which they are a party , and the consummation of the Transactions transactions contemplated hereby and compliance with the terms hereof thereby, do not and thereof will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of formation, operating agreement or other organizational documents of the Company; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively, "Law") or any order, writ, judgment, injunction, decree, determination, penalty, or award by or with any Governmental Authority ("Governmental Order") applicable to a Seller or the Company; (c) require the consent, notice, or filing with or other action by any Person or require any Permit, license, or Governmental Order; (d) violate or conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of acceleration of, or create in any Lien upon party the right to accelerate, terminate, or modify any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, deed, mortgage, license, instrument, note, indenture, notejoint venture, bond, or any other agreement, permitcommitment, concessionor legally binding arrangement, franchise whether written or other instrument oral (a “Contract”) collectively, "Contracts"), to which a Seller or the Company is a party or by which a Seller or the Company is bound or to which a Seller’s or the Company’s properties and assets are subject; or (e) result in the creation or imposition of any of their respective Encumbrance on any properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsCompany.

No Conflicts; Consents. (a) The execution and delivery by the Company EVO of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company EVO under any provision of (i) the Company EVO Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company EVO is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(bParagraph 4.4(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company EVO or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, EVO consents to the sale by the Seller of the EVO Shares to Buyer. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company EVO in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “"Contract”") to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“"Judgment”") or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “"SEC”") and applicable “"Blue Sky” " or state securities commissions, no material consent, approval, license, permit, order or authorization (“"Consent”") of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “"Contract”") to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“"Judgment”") or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than change of owner name of the Company to be done by filing to show and effect the change in ownership from the Company to Dais. This will be done by the Company with the Hong Kong agent within two (2) days of the signing of this document by the Parties.

No Conflicts; Consents. (a) The execution and delivery by the Company New Resources Companies of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under New Resources Companies under, any provision of (i) the Company Charter DocumentsNew Resources Constituent Instruments or the comparable charter or organizational documents of any of its subsidiaries, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which each of the Company New Resources Companies is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company New Resources Companies or its their respective properties or assets, including without limitation, the New Resources Stock, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company New Resources Material Adverse Effect. (b) Except as set forth in the New Resources Disclosure Letter and for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company New Resources Companies in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien liens, hypothecs, security interests, pledges, mortgages, encumbrances, equities and claims of any kind, voting trusts, trust agreements, shareholder agreements and other encumbrances (collectively, “Liens”), upon any of the properties or assets of the Company under any provision of (i) the Company Charter DocumentsConstituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b2.05(b), any material judgment, order or decree (“Judgment”) or material Law law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Company Disclosure Letter and except for required filings with to the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Skyblue sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings filings, assuming the Company Common Shares were quoted on the OTC QB, with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions Transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsOperating Agreement, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law Legal Requirement applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsTransaction.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”"Contract ") to which the Company is a party or by -------- which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.05(b), --------------- any material judgment, order or decree (“"Judgment”") or material -------- Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “"SEC”") and applicable “"Blue Sky” " or --- state securities commissions, no material consent, approval, license, permit, order or authorization (“"Consent”") of, or ------- registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by the IFS does not, and the consummation of the Transactions transactions contemplated hereby and compliance with the terms hereof and thereof by the IFS will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documentscertificate of incorporation or by-laws of IFS or the comparable governing instruments of any subsidiary of IFS, (ii) any material contract, lease, license, indenture, note, bond, agreementmortgage, permitindenture, concessiondeed of trust, franchise license, lease, contract, commitment, agreement or other instrument (a “Contract”) arrangement to which the Company IFS or any subsidiary of IFS is a party or by which any of their respective properties or assets is bound are bound, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law Order applicable to the Company IFS or its properties or assets, any subsidiary of IFS other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with material adverse effect on the Securities ability of IFS to consummate the transactions contemplated hereby and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material perform all its obligations hereunder. No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company IFS or any of its subsidiaries or Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation performance by IFS of the Transactionsits obligations hereunder.

No Conflicts; Consents. (a) The execution and delivery by the Company Alamo CBD of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Alamo CBD under any provision of (i) the Company Alamo CBD Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company Alamo CBD is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Alamo CBD or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Alamo CBD Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Alamo CBD in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.. (v)

No Conflicts; Consents. (a) The execution and delivery by the Company Coin Outlet of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Coin Outlet under any provision of (i) the Company Coin Outlet Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company Coin Outlet is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Coin Outlet or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Coin Outlet Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Coin Outlet in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by the Company of this Agreement does not, and the consummation performance by the Company of the Transactions and compliance its obligations hereunder in accordance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. (b) Except for required filings with as set forth in the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionsCompany Disclosure Schedule, no material consent, approval, license, permit, order or authorization (collectively, “Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Acquiror Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation 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 loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Acquiror Company under under, any provision of (i) the Acquiror Company Charter Documentsor Acquiror Company Bylaws, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Acquiror Company is a party or by to which any of their respective its properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 3.04(b4.5(b), any material judgment, order or decree (“Judgment”) Order or material Law applicable to the Acquiror Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Acquiror Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Acquiror Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company’s Certificate of Incorporation or By-Laws (the “Company Charter Documents”), (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities States of Nevada and Exchange Commission (Delaware, as required hereby, the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (ia) the Company Charter DocumentsConstituent Instruments, (iib) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The None of the execution and delivery by the Company of this Agreement does notAgreement, and the consummation of the Transactions and Merger or the compliance by the Company with any of the terms provisions hereof and thereof will not, conflict with, with or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of owned or used by the Company or its Subsidiaries under (a) any provision of (i) the Company Charter Company’s or any of its Subsidiaries’ Organizational Documents, (iib) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise judgment or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law Legal Requirement applicable to the Company or any of its properties Subsidiaries or assets(c) any Material Contract (as hereinafter defined), other than, than in the case of clauses (iib) and (iiic) above, any such items thatconflicts, individually violations, defaults or in the aggregate, have not had and rights or losses that would not reasonably be expected to have a Company Material Adverse Effect. (b) . Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionsas otherwise contemplated by this Agreement, no action by, material consent, approval, license, permit, order or authorization (“Consent”) of, Permit of or registration, declaration or filing with, or permit from, any Governmental Entity or other Person with respect to the Company or its Subsidiaries is required (x) for, or in connection with, the valid and lawful authorization, execution, delivery and performance by the Company of this Agreement or (y) to be obtained or made for the consummation by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger, except for such Permits, registrations, declarations or filings the failure of which to obtain or make would not have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the each Company of this Agreement each Basic Document to which such entity is a party does not, not and the consummation of the Transactions and compliance with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, Organization Documents of such Company; (ii) any material contract, lease, license, indenture, note, bond, agreementmortgage, permitindenture, concessiondeed of trust, franchise license, lease, contract, commitment, agreement or other instrument (a “Contract”) arrangement to which the such Company is a party or by which any of their respective its properties or assets is bound are bound, except for Debt to Be Repaid; or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) decree, or material Law statute, law, ordinance, rule or regulation applicable to the such Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to the any Company in connection with the execution, delivery and performance of this Agreement any Basic Document or the consummation of the TransactionsTransactions or the other transactions contemplated hereby or thereby, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect, other than filings required pursuant to applicable antitrust laws, approvals required pursuant to the Lex Friedrich Statute if applicable to the transactions contemplat▇▇ ▇▇▇▇▇▇ ▇▇ occur in connection with the M-T Acquisition, U.S. Federal, state and foreign securities and Blue Sky laws in connection with the offering and sale of the Senior Subordinated Notes and Equity Issuance and Chinese governmental consent to the transfer of the Chinese Subsidiaries.

No Conflicts; Consents. (a) The execution and delivery by the Company Bangtong International of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documentsorganizational documents or constituent instruments of Bangtong International or the comparable charter or organizational documents of any of its subsidiaries or affiliated entities, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Company Bangtong International or any of its subsidiaries or affiliated entities is a party or by to which any of their respective properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Bangtong International or any of its subsidiaries or affiliated entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Bangtong International Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Bangtong International or any of its subsidiaries or affiliated entities in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, if any, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company Trunkbow of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under Trunkbow or any of its subsidiaries under, any provision of (i) the Company Charter DocumentsTrunkbow Charter, the Trunkbow Bylaws or the comparable charter or organizational documents of any of its subsidiaries, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Company Trunkbow or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Trunkbow or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Trunkbow Material Adverse Effect. (b) Except for any required filings with the Securities and Exchange Commission (the “SEC”) and under applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Trunkbow or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company Nola of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Nola under any provision of (i) the Company Nola Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company Nola is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Nola or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Nola Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Nola in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than filings by Shareholder of requisite forms with the Securities and Exchange Commission.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) ), if applicable, and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a1) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.1(d)(2), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b2) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than filings by Company of requisite forms with the Securities and Exchange Commission.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, except as disclosed on Schedule 3.04, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound bound, except as disclosed on Schedule 3.04, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company EveryStory of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company EveryStory under any provision of (i) the Company EveryStory Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company EveryStory is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company EveryStory or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an EveryStory Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company EveryStory in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company CanvasLand of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company CanvasLand under any provision of (ia) the Company Charter DocumentsCanvasLand Constituent Instruments, (iib) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company CanvasLand is a party or by which any of their respective its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company CanvasLand or its properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CanvasLand Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company CanvasLand in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth on Schedule 4.3(a), neither the execution and delivery by the Company of this Agreement does notor the Related Documents by Seller or the Company, and nor the consummation of the Transactions and Transactions, nor compliance by Seller or the Company with any of the terms hereof or provisions hereof, will (i) violate any provision of the Organizational Documents of Seller or the Company, or (ii) assuming that the consents, approvals and thereof will notfilings referred to in Section 4.3(b) are duly obtained or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Seller, the Company or any of their respective properties or assets, or (B) violate, conflict with, or result in a breach of any violation provision of, or require redemption or repurchase or otherwise require the purchase or sale of or any securities, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, termination or cancellation or acceleration of any obligation or to loss of a material benefit under, accelerate the performance required by any Material Contract to which the Company is a party, or by which the Company or any of its properties or assets is bound or affected, or (C) result in the creation of any Lien (other than Permitted Liens) upon any of the respective properties or assets of the Company under any provision of (i) the Company Charter Documentsterms, (ii) conditions or provisions of any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Material Contract to which the Company is a party party, or by which the Company or any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b)affected, any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, except in the case of clauses (iiii)(A) and (iiiii)(B) abovefor such violations, any such items thatconflicts, breaches, defaults, terminations, cancellations, accelerations or other events which, either individually or in the aggregate, have not had and would not reasonably be expected to have result in a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”as set forth on Schedule 4.3(b) and applicable “Blue Sky” or state securities commissionsas otherwise provided in this Section 4.3(b), no material Governmental Approval or consent, approval, license, permit, order order, qualification or authorization (“Consent”) of, or registration, declaration declaration, notice or filing with, or permit from, any Governmental Entity is required to be obtained for or made by or with respect to the Company in connection with the execution, delivery and performance by Seller or the Company of this Agreement and each Related Document to which each is or will be a party, and the consummation by Seller or the consummation Company of the Transactions, other than (i) any approvals or filing of notices required under the Gaming Laws as set forth on Schedule 4.3(b), (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the renaming or rebranding of the operations of the Business, occupational licenses or permits, or the consumption, sale or serving of alcoholic beverages or tobacco products, (iii) those the failure of which to obtain or make, individually or in the aggregate, would not (A) have a Material Adverse Effect or (B) materially impair the ability of Seller or the Company to perform their respective obligations under this Agreement and each Related Document to which each is, or is specified to be, a party and (iv) those that may be required by Buyer or any of its Affiliates or key employees including under the Gaming Laws (which are the obligation of such Parties to obtain).

No Conflicts; Consents. (a) The execution and delivery by the Acquiror Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation 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 loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Encumbrance and Lien upon any of the properties or assets of the Acquiror Company under under, any provision of (i) the Acquiror Company Charter Documentsor Acquiror Company Bylaws, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Acquiror Company is a party or by to which any of their respective its properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 3.04(b4.5(b), any material judgment, order or decree (“Judgment”) Order or material Law applicable to the Acquiror Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Acquiror Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Acquiror Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as noted in the ▇▇▇▇▇▇ ▇▇▇▇▇ Disclosure Letter, the execution and delivery by the Company ▇▇▇▇▇▇ ▇▇▇▇▇ of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under ▇▇▇▇▇▇ ▇▇▇▇▇ under, any provision of (i) the Company Charter Documents▇▇▇▇▇▇ ▇▇▇▇▇ Constituent Instruments, (ii) subject to the ▇▇▇▇▇▇ ▇▇▇▇▇ Consents (as defined in Section 5.1(n) hereof), any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Company ▇▇▇▇▇▇ ▇▇▇▇▇ is a party or by which any of their respective its properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 3.04(b2.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company ▇▇▇▇▇▇ ▇▇▇▇▇ or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company ▇▇▇▇▇▇ ▇▇▇▇▇ Material Adverse Effect. (b) Except with respect to the filings set forth in Section 1.2 (if applicable), and for required filings with the Securities and Exchange Commission (the “SEC”) and under applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (each, a “Consent”) of, or registration, declaration or filing with, or permit from, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company ▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise franchise, or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order order, or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionscommissions and the filing of the Articles of Merger with the Oregon Secretary of State, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery delivery, and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Purchaser does not, and the execution and delivery of the Other Transaction Documents by Purchaser will not, and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter Documentsits certificate of incorporation or by-laws, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, [**] other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably be expected likely to have a Company Purchaser Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit fromany person, including any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Purchaser in connection with the execution, delivery and performance of this Agreement Agreement, the Other Transaction Documents or the consummation of the Transactionstransactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Seller (as opposed to any other third party’s) participation in the transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the each Company of this Agreement each Basic Document to which such entity is a party does not, not and the consummation of the Transactions and compliance with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, Organization Documents of such Company; (ii) any material contract, lease, license, indenture, note, bond, agreementmortgage, permitindenture, concessiondeed of trust, franchise license, lease, contract, commitment, agreement or other instrument (a “Contract”) arrangement to which the such Company is a party or by which any of their respective its properties or assets is bound are bound; or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) decree, or material Law statute, law, ordinance, rule or regulation applicable to the such Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to the any Company in connection with the execution, delivery and performance of this Agreement any Basic Document or the consummation of the TransactionsTransactions or the other transactions contemplated hereby or thereby, other than filings required pursuant to Applicable Antitrust Laws, approvals required pursuant to the ▇▇▇ ▇▇▇▇▇▇▇▇▇ Statute if applicable to the transactions contemplated hereby, U.S. Federal, state and foreign securities and Blue Sky laws in connection with the offering and sale of the Senior Subordinated Notes and Equity Issuance, Chinese governmental consent to the transfer of Changzhou joint venture and any other consents, approvals, licenses, permits, orders or authorizations, or registrations, declarations or filings, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise franchise, or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order order, or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissionscommissions and the filing of the Certificate of Merger with the Delaware Secretary of State, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery delivery, and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter DocumentsConstituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Company Disclosure Letter and except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company TRADEON of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation 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 loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company under TRADEON under, any provision of (i) the Company TRADEON Charter Documentsor TRADEON Bylaws, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Company TRADEON is a party or by to which any of their respective its properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 3.04(b4.5(b), any material judgment, order or decree (“Judgment”) Order or material Law applicable to the Company TRADEON or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company TRADEON Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company TRADEON in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the each Company of this Agreement each Basic Document to which such entity is a party does not, not and the consummation of the Transactions and compliance with the terms hereof and thereof will not, not conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, Organization Documents of such Company; (ii) any material contract, lease, license, indenture, note, bond, agreementmortgage, permitindenture, concessiondeed of trust, franchise license, lease, contract, commitment, agreement or other instrument (a “Contract”) arrangement to which the such Company is a party or by which any of their respective its properties or assets is bound are bound, except for Debt to Be Repaid; or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) decree, or material Law statute, law, ordinance, rule or regulation applicable to the such Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to the any Company in connection with the execution, delivery and performance of this Agreement any Basic Document or the consummation of the TransactionsTransactions or the other transactions contemplated hereby or thereby, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect, other than filings required pursuant to applicable antitrust laws, approvals required pursuant to the ▇▇▇ ▇▇▇▇▇▇▇▇▇ Statute if applicable to the transactions contemplated hereby to occur in connection with the M-T Acquisition, U.S. Federal, state and foreign securities and Blue Sky laws in connection with the offering and sale of the Senior Subordinated Notes and Equity Issuance and Chinese governmental consent to the transfer of the Chinese Subsidiaries.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) . Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company Lovego Holdings Companies of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under Lovego Holdings Companies under, any provision of (i) the Company Charter DocumentsLovego Holdings Constituent Instruments or the comparable charter or organizational documents of any of its subsidiaries, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which each of the Company Lovego Holdings Companies is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Lovego Holdings Companies or its their respective properties or assets, including without limitation, the Lovego Holdings Shares, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Lovego Holdings Material Adverse Effect. (b) Except as set forth in the Lovego Holdings Disclosure Letter and for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Lovego Holdings Companies in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company PetVivo of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company PetVivo under any provision of (i) the Company PetVivo Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company PetVivo is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company PetVivo or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company PetVivo Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company PetVivo in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company Parties of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parties under any provision of (i) the Company Charter DocumentsParties charter documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is Parties are a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b2(b)(iv)(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Parties or its their properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Parties. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Parties in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution execution, delivery, and delivery performance by the Company Sellers of this Agreement does notand the other Transaction Documents to which they are a party, and the consummation of the Transactions transactions contemplated hereby and compliance thereby, do not: (a) conflict with or result in a violation or breach of, or default under, any provision of the terms hereof and thereof will notOrganizational Documents of the Company; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively, “Law”) or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any Governmental Authority (“Governmental Order”) applicable to Sellers or the Company; (c) except as set forth in Section 3.04 of the Disclosure Schedules, require the consent, notice, or filing with or other action by any Person or require any Permit, license, or Governmental Order; (d) violate or conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of acceleration of, or create in any Lien upon party the right to accelerate, terminate, or modify any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, deed, mortgage, license, instrument, note, indenture, notejoint venture, bond, or any other agreement, permitcommitment, concessionor legally binding arrangement, franchise whether written or other instrument oral (a collectively, “ContractContracts”) ), to which Sellers or the Company is a party or by which Sellers or the Company are bound or to which any of their respective properties and assets are subject; or (e) result in the creation or imposition of any Encumbrance on any properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsCompany.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions Transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsOperating Agreement, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsTransaction.

No Conflicts; Consents. (a) The execution and delivery by the Company EveryStory of this A&R Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company EveryStory under any provision of (i) the Company EveryStory Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company EveryStory is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company EveryStory or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an EveryStory Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company EveryStory in connection with the execution, delivery and performance of this A&R Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company and Auxerre of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments or, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or Auxerre is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b4.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth in the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under or any Company Subsidiary under, any provision of (i) the Company Charter DocumentsConstituent Instruments or the comparable charter or organizational documents of any Company Subsidiary, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in the Company Disclosure Letter and except for required filings with the Securities and Exchange Commission (the “SEC”) SEC and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth on Schedule 3.5, the execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation 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 loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter Organizational Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which the Company is a party or by which any of their respective its properties or assets is are bound or (iii) subject to other than the filings and other matters referred to in Section 3.04(b)under state “blue sky” securities laws, any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with To the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionsCompany’s Knowledge, no material consent, approval, license, permit, order or authorization (“Consent”) consent of, or registration, declaration registration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with as a result of the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the filings under state “blue sky” securities laws and the filings with the Secretary of State of Delaware to effect the Merger, as may be required in connection with this Agreement and the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company Alamo CBD of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Alamo CBD under any provision of (i) the Company Alamo CBD Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company Alamo CBD is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company Alamo CBD or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Alamo CBD Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Alamo CBD in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company and Rossgaz of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments or, (ii) any material contract, lease, license, indenture, notenotes, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or Rossgaz is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except to the extent it would ---------------------- not have a material adverse effect on the Buyer's or the Parent's ability to consummate the transactions contemplated by this Agreement or the Transaction Agreements to which it is a party, the execution and delivery by the Company Buyer and the Parent of this Agreement and the Transaction Agreements to which it is a party, does not, and the consummation of the Transactions any transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the its properties or assets of the Company under under, any provision of (i) the Company Charter Documentsits organizational documents, (ii) any material contract, lease, license, indenture, mortgage, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company it is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order Judgment or decree (“Judgment”) or material Applicable Law applicable to Buyer or the Company Parent or its properties or assets. Except to the extent it would not have a material adverse effect on the ability of the Buyer or the Parent, other than, in as the case of clauses (ii) and (iii) abovemay be, any such items that, individually or in to consummate the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissionstransactions contemplated hereby, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, Filing with any Governmental Entity is required to be obtained or made by or with respect to the Company Buyer or the Parent in connection with the execution, delivery and performance of this the Agreement or the consummation of the Transactionsany other Transaction Agreement.

No Conflicts; Consents. (a) The execution Except as set forth on Schedule 3.3(a), the execution, delivery and delivery performance by the Company of this Agreement does not, and the consummation Transaction Documents do not and will not (i) violate any Applicable Law, (ii) conflict with or violate any Binding Order binding upon the Company or any Subsidiary, (iii) conflict with or violate the Certificate of Incorporation or Bylaws of the Transactions and compliance with the terms hereof and thereof will notCompany or any Subsidiary, conflict with, or result (iv) constitute a default in any violation of or default (with or without notice or lapse of time, or both) undermaterial respect, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or to loss any Subsidiary under any provision of a material benefit underany agreement, contract or other instrument binding upon the Company or any Subsidiary, or any license, franchise, permit or other similar authorization held by the Company, or (v) result in the creation or imposition of any Lien upon any of the properties or assets of the Company under or any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSubsidiary. (b) Except for required filings with as set forth on Schedule 3.3(b), the Securities execution, delivery and Exchange Commission (performance by the “SEC”) Company of this Agreement and applicable “Blue Sky” or state securities commissions, no material the Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby do not require any consent, approval, license, permit, order or authorization (“Consent”) offrom, or registration, declaration or filing with, any Federal, state, local or permit fromforeign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) or any Governmental Entity third party, except for (i) compliance with filings and notifications under applicable Environmental Laws, (ii) any Consent or filing that Buyer is required to be obtain or make, and (iii) Consents and filings which, if not obtained or made by made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsCompany.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does by Seller do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien, claim, encumbrance of any kind upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter Documentsconstitutive documents of Seller, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise agreement or other instrument (a “Contract”) obligation to which Seller or the Company is a party or by which any of their respective properties or assets is are bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) decree, or material Law statute, law, ordinance, rule or regulation applicable to Seller or the Company or its properties or their respective assets, other than, than such as in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and aggregate would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company (a "Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no "). No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Seller or the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, other than (A) compliance with and filings under Bermuda law, if applicable, and (B) those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby.

No Conflicts; Consents. (a) The Neither the execution and delivery by the Company of this Agreement does notor the other documents, instruments and agreements to be delivered by Purchaser hereunder, nor the consummation of the Transactions and compliance with the terms hereof and thereof transactions contemplated hereby or thereby will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documentscertificate of incorporation or by-laws of Purchaser, (ii) any material contract, lease, license, indenture, note, bond, agreementmortgage, permitindenture, concessiondeed of trust, franchise license, lease, contract, commitment, agreement or other instrument (a “Contract”) arrangement to which the Company Purchaser is a party or by which it or any of their respective its properties or assets is are bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) decree, or material Law statute, law, ordinance, rule or regulation, applicable to the Company Purchaser or any of its properties or assets, other than, in the each case of clauses (ii) and (iii) above, except for any such items thatconflict, individually violation, default or in the aggregate, have not had and right which would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with material adverse effect on the Securities business, assets, financial condition or results of operations of Purchaser and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material its subsidiaries taken as a whole. No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby other than (i) compliance with and filings under the HSR Act, (ii) as set forth on Schedule 4.3 hereto and (iii) those the failure of which to make or obtain would not affect the ability of Purchaser to consummate the transactions contemplated hereby.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise franchise, or other instrument (a “Contract”) to which the Company is a party or by which any of their its respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order order, or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for There are no required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, and no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery delivery, and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company ALH Parties of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of any of the Company under ALH Parties or any of its subsidiaries under, any provision of (i) the Company Charter DocumentsALH Charter, the ALH Bylaws or the comparable charter or organizational documents of any of its subsidiaries, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) Contract to which any of the Company ALH Parties or any of their respective subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.5(b), any material judgment, order or decree (“Judgment”) or material Law applicable to any of the Company ALH Parties or its any of their respective subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company ALH Material Adverse Effect. (b) Except for any required filings with the Securities and Exchange Commission (the “SEC”) and under applicable “Blue Sky” or state securities commissions, and any registrations, notices or filings required to be made in order to comply with the currency and exchange control requirements imposed by the Chinese and Hong Kong governments and/or PRC or Hong Kong law, if any, no material consent, approval, license, permit, order or authorization (“Consent”) Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to any of the Company ALH Parties or any of their respective subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions., other than the (A) filing with the Securities and Exchange Commission of reports under Sections 13 and 16 of the Exchange Act, and (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement and the Transactions

No Conflicts; Consents. (ai) The execution and delivery by the Company ecoTECH of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under ecoTECH under, any provision of (i) the Company Charter DocumentsecoTECH Constituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company ecoTECH is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b(i), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company ecoTECH or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company ecoTECH Material Adverse Effect. (bii) Except for required filings with the Securities and Exchange Commission (the “SEC”) ), pursuant to the Canadian Securities Laws and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company ecoTECH in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

No Conflicts; Consents. (a) The Except as set forth in Section 3.05(a) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement does do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter Documents, or the Company By-Laws (ii) any material contract, lease, license, loan or credit agreement, indenture, note, bond, agreement, guarantee, permit, concession, franchise or other instrument contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license, whether oral or written (each, including all amendments thereto, a “"Contract”) "), to which the Company is a party or by which any of their respective its properties or assets is bound subject, other than those Contracts covered by Section 3.05(a)(iii), (iii) any Contract set forth or described in Section 3.15(a) of the Company Disclosure Letter and identified as material in Section 3.15(a) of the Company Disclosure Letter or (iiivi) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“"Judgment”") or, to the Company's knowledge, statute, law (including common law), ordinance, rule or material Law regulation ("Law") applicable to the Company or its properties or assets, other than, in the case of clauses clause (ii) and (iii) above, any such items conflicts, violations, breaches, defaults, rights, losses, Liens (as defined in Section 9.03) or entitlements that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material No consent, approval, qualification, license, permit, order or authorization (“"Consent”") of, or registration, declaration or filing with, or permit from, any domestic or foreign (whether local, municipal, state, provincial, federal or otherwise) government or any court, administrative agency or commission or other governmental or regulatory authority or agency or instrumentality, domestic, foreign or supranational (a "Governmental Entity Entity") is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement by the Company (as opposed to Parent and Sub) or the consummation by it (as opposed to Parent and Sub) of the Transactions, other than (i) the filing of a premerger notification and report form by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or any other applicable competition, merger control, antitrust or similar Law, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the adoption of this Agreement by the Company's stockholders (as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, including the New Jersey Industrial Site Recovery Act ("ISRA"), (v) such filings as may be required in connection with the taxes described in Section 6.09, (vi) any filings required under the rules and regulations of the NASDAQ National Market and (vii) such other Consents, registrations, declarations and filings the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under under, any provision of (i) the Company Charter DocumentsConstituent Instruments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b3.05(b), any material judgment, order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.