Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. Neither the execution and delivery of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Shareholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law Contract to or Judgment applicable by which Shareholder is a party or bound to such Shareholder or to such by which Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is are bound or subject or otherwise under which Shareholder has rights or benefits or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to Shareholder or to Shareholder’s properties or assets of such (including Shareholder, except’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notany such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate would not reasonably be expected to have a (x) impair in any material adverse effect on respect the ability of such Shareholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, or notice to any Governmental Authority Entity or other person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required to be made by Shareholder in connection with the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreement or the compliance by Shareholder with the provisions of this Agreement, other than except for (1) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby (including any filing required under Section 13 or Section 16 under the Exchange Act), (2) filings or Consents contemplated by the Merger Agreement, (3) those Consents which have already been obtained or made, and (4) where the failure to obtain such Consents that, if would not obtained, made prevent or given, would not, individually or in delay the aggregate, reasonably be expected to have a material adverse effect on the ability performance by Shareholder of such Shareholder to perform its Shareholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreementin any material respect.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to Stockholder or to Stockholder’s properties or assets of such Shareholder, except(including Stockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to Stockholder or to Stockholder’s properties or assets of such Shareholder, except(including Stockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither (a) The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby and (b) the execution, delivery and performance by each applicable Subsidiary of Seller of the Transaction Documents to which such Subsidiary is a party, and the consummation of the transactions contemplated thereby do not and will not: (i) result in a violation or breach of or conflict with any provision of the certificate of incorporation or by-laws (or equivalent organizational documents) of Seller or such Subsidiaries, as applicable, in each case, amended to the date of this Agreement; (ii) create any Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset; (iii) result in a violation or breach of or conflict with any provision of any Law or Governmental Order applicable to Seller, any of such Subsidiaries, the Joe’s Business or the Purchased Assets; or (iv) except as set forth in Section 4.03 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or result in the acceleration of any Assigned Contract. Except as set forth on Section 4.03 of the Seller Disclosure Letter, no material consent, approval, Permit, or Governmental Order of, material declaration or filing with, or material notice to, any Governmental Authority is required by or with respect to Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement by such Shareholder, nor or any of the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any hereby and thereby. Except as set forth in Section 4.03 of the terms Seller Disclosure Letter, no consents or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision approvals of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is non-governmental Person are necessary for the execution and delivery of this Agreement by such Shareholder, and the performance by such Shareholder of its obligations hereunder other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, other than such Consents that, if not obtained, made or given, would not, individually or in including the aggregate, reasonably be expected to have a material adverse effect on transfer of all the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchased Assets.

No Conflicts; Consents. Neither Except as set forth on Schedule 2.2 hereto, neither the execution and delivery of this Agreement by such ShareholderSeller, nor the consummation by such Shareholder of the transactions contemplated by this Agreementhereby will conflict with, nor performance or compliance by such Shareholder with result in any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of a material benefit under any benefit underprovision of (i) the respective certificates of incorporation or by-laws of Seller or the Subsidiaries, (ii) any Contract note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which such Shareholder Seller or the Subsidiaries is a party or by which any of the them or any of their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or (z) result in decree, or statute, law, ordinance, rule or regulation, applicable to Seller or the creation Subsidiaries or any of any Lien (other than Permitted Lien) on any their respective properties or assets of such Shareholder, exceptassets, in the each case of clause (ii)except for any such conflict, as violation, default or right which would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability business, assets, financial condition, or results of such Shareholder to perform its obligations under this Agreement or to consummate operations of the transactions contemplated by this AgreementSubsidiaries taken as a whole (a "Material Adverse Effect"). No consent consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration 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, or other regulatory or self- regulatory body or association (each, a "Governmental Authority (“Consent”Entity") is necessary for required to be obtained or made by Seller or the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and Subsidiaries in connection with the consummation by such Shareholder of the transactions contemplated by this Agreement, hereby other than (v) filings with the South Dakota Division of Banks and the appropriate federal banking agency(ies), the Securities and Exchange Commission (the "SEC") and the state securities or "blue sky" commission or similar body in each state where such Consents thatfiling may be necessary, if (w) compliance with and filings under the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xct"), (x) as set forth on Schedule 2.2 hereto, (y) as become applicable solely as a result of the specific regulatory status of Purchaser and its affiliates and (z) those the failure of which to make or obtain would not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

No Conflicts; Consents. Neither The execution, delivery and performance by Seller of this Agreement and the other Seller Transaction Documents, and the completion of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, bylaws or other organizational documents of Seller, the Company or any Subsidiary; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Company or any Subsidiary, assuming the receipt of all approvals relating to filings under the HSR Act, as described further below; (c) except as set forth in Section 2.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which Seller, the Company or any Subsidiary is a party or by which Seller, the Company or any Subsidiary is bound or to which any of their respective properties and assets are subject or any material Permit affecting the properties, assets or business of the Company or any Subsidiary; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or any Subsidiary. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller, the Company or any Subsidiary in connection with the execution and delivery of this Agreement and the other Transaction Documents to which Seller or the Company is party or will be a party as contemplated by such Shareholder, nor this Agreement and the consummation by such Shareholder completion of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by except for such Shareholder with any of filings as may be required under the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementHSR Act.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, exceptStockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, reasonably be expected to have a material adverse effect on aggregate will not (x) impair the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent, impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery by Republic and Merger Sub of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, nor performance or including the Merger, and compliance by such Shareholder with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Contract to which such Shareholder is a party Person under, or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such ShareholderRepublic or any Republic Subsidiary under, exceptany provision of (a) the Republic Charter, the Republic By-laws or the comparable charter or organizational documents of any Republic Subsidiary, (b) any Material Republic Contract or (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Law applicable to Republic or any Republic Subsidiary or their respective properties or 25 assets, other than, in the case cases of clause clauses (ii)b) or (c) above, as would notany such items that, individually or in the aggregate, have not had or would not reasonably be expected to have a material adverse effect Material Adverse Effect on Republic. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to Republic or any Republic Subsidiary in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, including the Merger, other than (i) compliance with the HSR Act, any other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Republic or any Republic Subsidiary under the Antirust Laws (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) 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 Republic is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 5.05 of the Republic Disclosure Schedule and (vii) such Consents thatwhich, if not obtained, made or given, would notobtained, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementRepublic.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance by Seller of this Agreement by such Shareholderand the Transaction Documents to which it is a party, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, do not and will not: (ia) if such Shareholder is not a natural person, conflict with or violate result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment Governmental Order applicable to Seller or any ACFP Company, in each case, except where such Shareholder conflict, violation or default would not, individually or in the aggregate, be material to such Shareholder’s properties the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or assets (including such Shareholder’s Subject Shares)notice by any Person under, (y) violate conflict with, result in a violation or breach of, constitute a breach of default or default (an event that, with or without notice of or lapse of time, time or both) under or give rise to , would constitute a right of termination, modification, or cancelation of any obligation or to the loss of any benefit default under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation acceleration of or create in any Lien (other than Permitted Lien) on party the right to accelerate, terminate, modify or cancel any properties Material Contract or assets of such Shareholder, except, in any Permit required by the case of clause (ii), ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, reasonably be expected material to have the ACFP Companies, taken as a material adverse effect whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementACFP Continuing Indebtedness. No consent or approval ofconsent, or filingapproval, licensePermit, permit or authorizationGovernmental Order, declaration or registration filing with, or notice to, any Governmental Authority (“Consent”) is necessary for required by or with respect to Seller or any ACFP Company in connection with the execution and delivery of this Agreement by such Shareholder, and the performance by such Shareholder of its obligations hereunder Transaction Documents to which it is a party and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, other than except for such Consents thatconsents, if not obtainedapprovals, made Permits, Governmental Orders, declarations, filings or givennotices which, would not, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementan ACFP Material Adverse Effect.

No Conflicts; Consents. Neither the (a) The execution and delivery by the Company of this Agreement and the Statutory Merger Agreement does not, and the performance by such Shareholder, nor it of its obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any of Merger and the terms or provisions hereof, other Transactions will not (i) if such assuming that the Company Shareholder Approval is not a natural personobtained, contravene, conflict with, or result in any violation or breach of any provision of the Company Organizational Documents or of any provision of the Organizational Documents of any Company Subsidiary; (ii) assuming compliance with the matters referred to in Section 3.05(b) (solely with respect to the performance of the Agreement and the consummation of the Transactions) and that the Company Shareholder Approval is obtained, contravene, conflict with or violate any provision result in a violation or breach of any certificate Law (including any rule of incorporationthe NYSE) or Judgment, bylaws or trust (or similar organizational documents) of such Shareholderin each case, (ii) (x) violate any Law or Judgment applicable to such Shareholder the Company or to such Shareholder’s any Company Subsidiary or by which their respective properties or assets are bound or affected; (including such Shareholder’s Subject Sharesiii) assuming that the Company Shareholder Approval and the Minority Shareholder Approval are obtained and assuming compliance with the matters referred to in Section 3.05(b), (y) violate require any payment to or consent or other action by, or notice to, any Person under, constitute a breach of or default (or constitute an event that, with or without notice of or lapse of timetime or both, would constitute a breach or default) under, or both) under cause or give rise to a right of permit the termination, modificationcancellation, acceleration or cancelation other change of any right or obligation or to the loss of any benefit under, to which the Company or any of the Company Subsidiaries is entitled under any provision of any Contract to which such Shareholder is a party or any Permit of the Company or any of the Company Subsidiaries or by which any of the properties their respective property or assets of such Shareholder (including such Shareholder’s Subject Shares) is are bound or subject affected; or (ziv) result in the creation or imposition of any Lien (other than Permitted Lien) on any properties property or assets asset of the Company or any of the Company Subsidiaries, with only such Shareholder, exceptexceptions, in the case of clause each of clauses (iiiii) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

No Conflicts; Consents. Neither Except as set forth on Section 3.4 of the Seller Disclosure Schedules, the execution and delivery by each Seller of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder the Sellers of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Sellers with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, require any Approvals (other than by any Governmental Entity) under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the a loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Company Equity Interests, Purchased Assets or assets of such Shareholderany Purchased Company or any Subsidiary of a Purchased Company under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of any Seller, Purchased Company or Subsidiary of a Purchased Company or (b) any Judgment or Law applicable to the Business, the Purchased Assets, any Purchased Company or any Subsidiary of a Purchased Company or (c) any Specified Business Contract to which any Seller, Purchased Company or any Subsidiary of a Purchased Company is a party or by which any property or assets of any Seller, Purchased Company or Subsidiary of a Purchased Company are bound, except, in the case of clause (ii)each case, as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably material to the Business. No Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have the Sellers, the Purchased Companies or any Subsidiary of a material adverse effect on Purchased Company in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) and (ii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness.

No Conflicts; Consents. Neither the The execution and delivery by the Acquirer of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by such Shareholder with any the provisions of the terms or provisions hereof, this Agreement will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Acquirer or any of its Subsidiaries under any provision of (A) the certificate of formation or limited liability company agreement of the Acquirer or (B) (1) any Contract to which such Shareholder the Acquirer or any of its Subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject are bound, or (z2) result any Law or any Judgment, in each case, applicable to the creation Acquirer or any of its Subsidiaries or any Lien (other than Permitted Lien) on any of their respective properties or assets of such Shareholderassets, exceptother than, in the case of such clause (ii)B) above, as would notany such conflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on an Acquirer Material Adverse Effect. Other than in connection or in compliance with the ability provisions of such Shareholder to perform its obligations under this Agreement the Securities Act and the securities or to consummate blue sky laws of the transactions contemplated by this Agreement. No consent various states or the HSR Act, no notice to, registration, declaration or filing with, review by, or authorization, consent, order, waiver, authorization or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder the Acquirer of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance of this Agreement by GSK Parent and each Ancillary Implementing Agreement by a Transferor party to such ShareholderAncillary Implementing Agreement, nor and the consummation by such Shareholder of the transactions contemplated hereby and thereby, by this Agreement, nor performance or compliance by GSK Parent and such Shareholder with any of Transferor do not and will not at the terms or provisions hereof, will Relevant Closing (ia) if such Shareholder is not a natural person, conflict with or violate any provision of the articles of association or equivalent organisational documents of GSK Parent or the comparable organizational documents of any certificate of incorporationthe other Transferors, bylaws (b) subject to obtaining the consents set forth in the Schedules to this Agreement or trust the Disclosure Letter, result in a violation of, or require the consent of any Person pursuant to, or conflict with, constitute a default under, or result in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of the Transferors (or similar organizational documentsany Subsidiary thereof) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties a loss of any benefit of the Transferring Businesses or assets the Transferring Assets, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing or result in the imposition of a Lien on any Transferring Asset, other than Permitted Liens, or (including such Shareholder’s Subject Shares)c) assuming compliance with the matters set forth in the Schedules to this Agreement or the Disclosure Letter, (y) violate or constitute result in a breach of or constitute a default (with under any Law, Governmental Authorization or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation other restriction of any obligation or to the loss of any benefit under, any Contract Governmental Authority to which such Shareholder is a party any Transferor (or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject SharesSubsidiary thereof) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholdersubject, except, in the case of clause (ii), as would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to have a material adverse effect on prevent the ability of such Shareholder to perform its obligations under this Agreement GSK Parent or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, Transferors from consummating any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementRelevant Closing.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not require the consent or approval of any other Person pursuant to, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in clauses (1) and (2) of the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Order, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither The execution, delivery, and performance by the execution and delivery Seller Parties of this Agreement by such Shareholderand the documents to be delivered hereunder, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance do not and will not: (a) violate or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate the articles of incorporation, bylaws articles of organization, bylaws, operating agreement or trust other organizational documents of Seller or LicenseCo (or similar organizational documents) of such Shareholder, as applicable); (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (yb) violate or constitute a breach of or default (conflict with or without notice of lapse of timeany judgment, order, decree, statute, law, ordinance, rule, or both) under regulation applicable to any Seller Party or give rise to a right of termination, modification, LicenseCo or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder Seller or LicenseCo or the Assets are bound or affected, including without limitation, the Assumed Liabilities; or (c) subject to those disclosures set forth on Schedule 5.5 attached hereto, conflict with, violate or result in the breach of, or create any encumbrance on the Assets pursuant to, any agreement, instrument, order, judgment, law, or governmental regulation to which any Seller Party or LicenseCo is a party or is subject or by which any the Assets are bound. Except for (i) the approval of the properties or assets Arizona Department of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in Health Services of the creation change of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected control with respect to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions LicenseCo contemplated by this Agreement. No Agreement (the “AZDHS CoC Approval”) and (ii) the landlord’s consent or approval ofto the assignment of the Lease for the Leased Premises, no consent, approval, waiver, or filing, license, permit authorization is required to be obtained by Seller or authorization, declaration LicenseCo from any person or registration with, entity (including any Governmental Authority (“Consent”Authority) is necessary for in connection with the execution execution, delivery, and delivery performance by the Seller Parties of this Agreement by such Shareholderand the documents to be delivered hereunder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby. Moreover, other than such Consents that, if not obtained, made or given, would not, individually or with the exception of claims asserted in the aggregatePending Litigation Matter there are no Actions pending regarding the ownership, reasonably be expected to have a material adverse effect on the ability management or control of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementLicenseCo.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance by each Seller of this Agreement by such Shareholder, nor and each Ancillary Agreement to which it will be a party and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, hereby and thereby do not and will not (i) if such Shareholder is not a natural person, conflict with or violate any provision of any the certificate of incorporationincorporation or bylaws of Seller Parent or the comparable organizational documents of any of the Share Sellers, bylaws the Asset Sellers or trust the Conveyed Subsidiaries (or similar organizational documents) of such Shareholderany Subsidiary thereof), (ii) subject to obtaining the consents set forth in Section 4.4 of the Seller Disclosure Letter, conflict with, constitute a default under, or result in the breach or termination, cancellation or acceleration (xwhether after the giving of notice or the lapse of time or both) violate of any Law right or Judgment applicable to such Shareholder obligation of any Seller or the Conveyed Subsidiaries (or any Subsidiary thereof) under, or to such Shareholder’s properties a loss of any benefit of the Business to which the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) is entitled under any Material Contract, Shared Contract, Real Property Lease, Approval or other instrument to which any Seller or Conveyed Subsidiary (or any Subsidiary thereof) is a party or to which its assets are subject and which is a Purchased Asset or is otherwise Related to the Business, and (including such Shareholder’s Subject Shares)iii) assuming compliance with the matters set forth in Sections 4.5 and 5.5, (y) violate or constitute result in a breach of or constitute a default (with under any Law or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation other restriction of any obligation Governmental Authority to which any Seller or Conveyed Subsidiary (or Subsidiary thereof) is subject or binding upon or applicable to the loss of any benefit underBusiness, any Contract to which such Shareholder is a party Purchased Asset or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, Assumed Liability; except, in the case of clause with respect to clauses (ii) and (iii), for any violations, breaches, conflicts, defaults, terminations, cancellations or accelerations as have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the The consummation by such Shareholder of the transactions contemplated by this Agreementhereunder will vest good, valid and marketable title to the Shares and the Purchased Assets in Purchaser, free and clear of all Liens except for restrictions arising under securities Laws other than such Consents thatLiens that are created by, if not obtainedor on behalf of, made or given, would not, individually by actions by or in the aggregate, reasonably be expected to have a material adverse effect on the ability behalf of such Shareholder to perform Purchaser or any of its obligations under this Agreement or to consummate the transactions contemplated by this AgreementAffiliates.

No Conflicts; Consents. Neither the The execution and delivery by Allied of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, nor performance or including the Merger, and compliance by such Shareholder with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Contract to which such Shareholder is a party Person under, or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such ShareholderAllied or any Allied Subsidiary under, exceptany provision of (a) the Allied Charter, the Allied By-laws or the comparable charter or organizational documents of any Allied Subsidiary, (b) any Material Allied Contract or (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Law applicable to Allied or any Allied Subsidiary or their respective properties or assets, other than, in the case cases of clause clauses (ii)b) or (c) above, as would notany such items that, individually or in the aggregate, have not had or would not reasonably be expected to have a material adverse effect Material Adverse Effect on Allied. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to Allied or any Allied Subsidiary in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, including the Merger, other than (i) compliance with the HSR Act, any other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Allied or any Allied Subsidiary under the Antitrust Laws, (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) 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 Allied is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to any Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 4.05 of the Allied Disclosure Schedule and (vii) such Consents thatwhich, if not obtained, made or given, would notobtained, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementAllied.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder Stockholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, exceptStockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, except for (1) filings under the HSR Act and any other than such Consents thatapplicable competition, if not obtainedmerger control, made antitrust or givensimilar law or regulation, would not, individually or in (2) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (3) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery by the Acquirer of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by such Shareholder with any the provisions of the terms or provisions hereof, this Agreement will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Acquirer or any of its Subsidiaries under any provision of (A) the certificate of limited partnership or limited partnership agreement of the Acquirer or (B) (1) any Contract to which such Shareholder the Acquirer or any of its Subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject are bound, or (z2) result any Law or any Judgment, in each case, applicable to the creation Acquirer or any of its Subsidiaries or any Lien (other than Permitted Lien) on any of their respective properties or assets of such Shareholderassets, exceptother than, in the case of such clause (ii)B) above, as would notany such conflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on an Acquirer Material Adverse Effect. Other than in connection or in compliance with the ability provisions of such Shareholder to perform its obligations under this Agreement the Securities Act and the securities or to consummate blue sky laws of the transactions contemplated by this Agreement. No consent various states or the HSR Act, no notice to, registration, declaration or filing with, review by, or authorization, consent, order, waiver, authorization or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder the Acquirer of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any material obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms or provisions hereofSubject Shares under, will (i) if such Shareholder Stockholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderStockholder, (ii) (x) violate any Law Contract to or Judgment applicable to by which such Shareholder Stockholder is a party or to or by which such ShareholderStockholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such ShareholderStockholder’s Subject Shares) is are bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, exceptStockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notany such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, rights, losses, or Liens that individually or in the aggregate, aggregate would not reasonably be expected to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, or notice to any Governmental Authority Entity (“Consent”) is necessary for required to be made by such Stockholder in connection with the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and Stockholder or the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement, other than except for (1) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby (including, without limitation, any filing required under Section 13 or Section 16 under the Exchange Act), (2) filings or Consents contemplated by the Merger Agreement, (3) those Consents which have already been obtained or made and (4) any Consents that, if not obtained, made or given, would not, individually or in the aggregate, would not reasonably be expected to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither Except as set forth in 3.02 of the Sellers’ Disclosure Letter and except for the applicable requirements of the Antitrust Laws and compliance with applicable federal and state securities laws, the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) to the extent such Seller is an entity, conflict with or result in a violation or breach of, or default under, any provision of its organizational documents or any resolution adopted by its board of directors (or similar governing authority) or shareholders; (b) conflict in any material respect with or result in a material violation or breach of any provision of any Law or Order applicable to such Seller; (c) require the consent, notice or other action by any Person, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, any material Contract to which such Seller is a party or by which such Seller is bound or to which any of its material properties and assets are subject or any material Permit affecting the properties, assets or businesses of such Seller or (d) result in the creation or imposition of any Encumbrance on any of the Shares or, except as would not reasonably be expected to have a Material Adverse Effect, any other material properties or assets of such Seller. No consent, approval, Permit, Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to such Seller in connection with the execution and delivery of this Agreement by such Shareholder, nor and the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, will except for: (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, filings as may be required under the Antitrust Laws and (ii) (x) violate any Law such consents, approvals, Permits, Orders, declarations or Judgment applicable notices, the failure to such Shareholder make or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on not materially affect the ability of such Shareholder Seller to perform its obligations under enter into this Agreement or to and the other Transaction Documents and consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementthereby.

No Conflicts; Consents. Neither The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation of the Transactions, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation, by-laws or similar governing documents of Buyer; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, except in the cases of clauses (b) or (c), where the violation, breach, conflict, default or failure to give notice would not have a material effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing or registration with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by such Shareholder, nor and the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by except for such Shareholder with any filings as may be required under the HSR Act and as set forth in Section 5.03 of the terms Buyer Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents thatnotices which, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Buyer’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission payable by Seller or its Affiliates in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.

No Conflicts; Consents. Neither the The execution and delivery by Purchaser of this Agreement by such Shareholderand the Purchaser Agreements, nor the consummation by such Shareholder Purchaser of the transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser with any of the terms hereof and thereof do not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of a material benefit under or result in the creation of any benefit Lien upon any of the properties or assets of Purchaser under, any Contract provision of (i) the organizational documents of Purchaser, (ii) any contract, agreement or instrument to which such Shareholder Purchaser or any of its Affiliates is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or (z) result in the creation decree applicable to Purchaser or any of its Affiliates or any Lien (Applicable Law, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause clauses (ii)) and (iii) above, as would not(x) any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the materially impair Purchaser’s ability of such Shareholder to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement, and (y) the Required Statutory Approvals. No consent Except for the Required Statutory Approvals, no consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity or any other Person is necessary for the execution required to be obtained or made by or with respect to Purchaser or any of its Affiliates in connection with Purchaser’s execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or any Purchaser Agreement or the consummation by such Shareholder Purchaser of the transactions contemplated hereby and thereby or the conduct by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in Purchaser of the aggregate, reasonably be expected to have a material adverse effect Business following the Closing as conducted on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementdate hereof.

No Conflicts; Consents. Neither the The execution and delivery by Purchaser of this Agreement by such Shareholderand the other Transaction Documents to which it is a party does not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision violation of, modification or loss of any certificate of incorporationright, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modificationcancellation, modification or cancelation acceleration of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such ShareholderPurchaser or any of its Subsidiaries under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of Purchaser, (b) any Judgment or Law applicable to Purchaser or its Subsidiaries, or the properties or assets of Purchaser or its Subsidiaries or (c) any material Contract to which Purchaser or its Subsidiaries is party or the properties or assets of Purchaser or its Subsidiaries are bound, except, in the case of clause (ii)each case, as for any such items that would notnot reasonably be expected to have, individually or in the aggregate, reasonably a Purchaser Material Adverse Effect. No Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have a material adverse effect on Purchaser or its Subsidiaries in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents that, if not obtained, made or given, would not, individually or in respect of Antitrust Laws of the aggregate, reasonably be expected to have a material adverse effect jurisdictions set forth on Section 4.3 of the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Disclosure Schedules.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with any of the terms of this Agreement do not and will not require the consent or provisions hereof, will (i) if such Shareholder is not a natural personapproval of any other Person pursuant to, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of of, or result in termination, modificationamendment, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Encumbrance (except as set forth in this Agreement) in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (zii) result subject to the governmental filings and other matters referred to in clauses (1) and (2) of the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Order, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including Active 35044374.9 3261538.1 such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery by Seller of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder the Seller Entities of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Seller with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, require the Approval of any Person (other than any Governmental Entity) under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the a loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Assets or assets of such Shareholderany Purchased Company or any Subsidiary of a Purchased Company under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of any Seller Entity or Purchased Company, (b) any Judgment or Law applicable to the Business, the Purchased Assets, any Purchased Company or any Subsidiary of a Purchased Company or (c) any Specified Business Contract to which any Seller Entity, Purchased Company or any Subsidiary of a Purchased Company is a party or by which any Seller Entity’s, Purchased Company’s or any Subsidiary of a Purchased Company’s property or assets are bound, except, in the case of clause (ii)each case, as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably material to the Business. No Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have the Seller Entities, the Purchased Companies or any Subsidiary of a material adverse effect on Purchased Company in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) in respect of any licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and (iii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness.

No Conflicts; Consents. Neither The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; (b) except as set forth in Section 3.03 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which such Seller is a party or by which such Seller is bound or to which any of such Seller’s properties and assets are subject, in each case other than any such matters that would not (i) affect such Seller’s ability to consummate the transactions contemplated by this Agreement or (ii) result in the creation or imposition of any Liability for Buyer or any Acquired Company; or (c) result in the creation or imposition of any Encumbrance on such Seller’s Equity Interests. Except as set forth in Section 3.03 of the Disclosure Schedule, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to such Seller in connection with the execution and delivery of this Agreement by or any of the Ancillary Agreements to which such Shareholder, nor Seller is a party or the consummation by such Shareholder of the transactions contemplated hereby and thereby. Other than payments made in connection with Terminated Benefits Plans (which payments will be made by this AgreementBuyer within 15 days following Closing), nor performance no Person other than such Seller is or compliance will be entitled to receive any payment from Buyer or any of its Affiliates with respect to the sale and transfer of the Equity Interests held by such Shareholder with Seller to Buyer or any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither the The execution and delivery by Seller of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the Shares Purchase and the other transactions contemplated by this Agreement, nor performance or hereby except those in relation to the Assignment of Debt and compliance by such Shareholder Seller with any of the terms hereof will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Contract to which such Shareholder is a party or by which Lien upon any of the properties or assets of such Shareholder Seller under, any provision of (including such Shareholder’s Subject i) the organisational documents of Seller except for the pre-emptive rights of Purchaser in relation to the Shares, (ii) any contract, lease, licence, indenture, agreement, commitment or other legally binding arrangement (a “Contract”) to which Seller is bound or subject a party or (ziii) result in the creation of any Lien judgment, order or decree (“Judgment”) given specifically against Seller, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause Sections (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSeller Material Adverse Effect. No consent or approval ofmaterial consent, or filingapproval, license, permit permit, order or authorization, declaration or registration with, any Governmental Authority authorisation (“Consent”) of, or registration, declaration or filing with, any state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is necessary for required to be obtained or made by or with respect to Seller in connection with the execution and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the Shares Purchase or the other transactions contemplated by this Agreementhereby except those in relation to the Assignment of Debt, other than such Consents that, if not obtained, made or given, would not, individually or those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the aggregate, reasonably be expected to have a material adverse effect on Shares Purchase and the ability of such Shareholder to perform its obligations under this Agreement or to consummate the other transactions contemplated by this Agreementhereby except those in relation to the Assignment of Debt.

No Conflicts; Consents. Neither the The execution and delivery by the Seller Entities and the Purchased Entities, as applicable, of this Agreement by such Shareholderand the other Transaction Documents to which they are, nor or at the Closing will be, a party, does not, and the consummation by such Shareholder of the 40 Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder them with any of the terms hereof and thereof will not conflict with, or provisions hereofresult in any violation of, will (i) if such Shareholder is not a natural personmodification or loss of right, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, require any Approval under, or give rise to a right of termination, modificationcancellation, modification or cancelation acceleration of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Assets under, any provision of (a) the certificate of incorporation, bylaws or assets equivalent governing documents of such Shareholderany Seller Entity or Purchased Entity, (b) any Judgment, Data Security Requirement or Law applicable to the Business, or to which any Seller Entity or Purchased Entity is subject, or (c) any Material Contract (excluding any Excluded Asset), Business Permit or Transferred Lease, except, in with respect to the case of clause foregoing clauses (iib) and (c), as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected to have a material adverse effect on to the ability Business. No Approval of such Shareholder any Governmental Entity is required to perform its obligations under be obtained or made by or with respect to the Seller Entities or the Purchased Entities in connection with the execution, delivery and performance of this Agreement or to consummate the other Transaction Documents or the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent hereby or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed or intended to regulate competition, trade regulation, actions or transactions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition (collectively, the “Antitrust Laws”) listed on Section 3.4 of the Seller Disclosure Schedules, (ii) in respect of any licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and (iii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, material to the Business or would not reasonably be expected to have result in a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness Material Adverse Effect.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance by Buyer of this Agreement by such Shareholderand the documents to be delivered hereunder, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, nor performance do not and will not: (a) violate or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any the certificate of incorporation, bylaws by-laws, or trust other organizational documents of Buyer; or (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (yb) violate or constitute a breach of or default (conflict with or without notice of lapse of timeany judgment, order, decree, statute, law, ordinance, rule, or both) under regulation applicable to Buyer, except where the violation or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as conflict would not, individually or in the aggregate, reasonably have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby on a timely basis. No consent, approval, waiver, or authorization is required to be expected to obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby, except such consents, approvals, waivers, or authorizations which have been obtained or would not have a material adverse effect on the Buyer’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby on a timely basis. No consent or approval ofAny consents, approvals, waivers, or filing, license, permit authorizations which may be required by Buyer or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for Affiliate of Buyer in any of the Company Organizational Documents are hereby deemed obtained by execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder Buyer. For purposes of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, “Affiliate” is defined as a person or organization being controlled by, or under common control with, the other than such Consents thatperson, if not obtainedby virtue of ownership, made contractual power, or given, would not, individually power to appoint its board of directors or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementother governing body.

No Conflicts; Consents. Neither the execution and delivery by Seller of this Agreement by such Shareholder, or any Ancillary Agreement to which Seller is (or will be) a party nor the consummation by such Shareholder of the transactions contemplated by this AgreementContemplated Transactions, nor performance or compliance by such Shareholder Seller with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of lapse of timeunder, or both) under or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets owned or used by Seller under (a) any provision of Seller’s articles of association or other Organizational Documents, if applicable, (b) any judgment or any Legal Requirement applicable to Seller or the Capital Stock owned by Seller, or (c) any material Contract to which such Shareholder Seller is a party or by which any of the its assets or properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (are bound, other than Permitted Lien) on any properties such conflicts, violations, defaults or assets of such Shareholder, except, in the case of clause (ii), as rights or losses that would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and prevent the consummation by such Shareholder of the transactions Contemplated Transactions. Except as set forth on Section 3.04 of the Disclosure Schedule or as otherwise contemplated by this Agreement, no action by, material Permit of or registration, declaration or filing with, any Governmental Entity or other than such Consents thatPerson is required (x) for, if not obtained, made or given, would not, individually or in connection with, the aggregatevalid and lawful authorization, reasonably be expected to have a material adverse effect on the ability execution, delivery and performance by Seller of such Shareholder to perform its obligations under this Agreement and each Ancillary Agreement to which it is (or will be a party) or (y) to consummate be obtained or made for the transactions contemplated consummation by this AgreementSeller of the Contemplated Transactions or any related agreement to which Seller is a party.

No Conflicts; Consents. Neither the The execution and delivery by Parent and the Purchaser of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Parent and the Purchaser with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Purchaser or any of their respective Subsidiaries under, any provision of (a) the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent or the Purchaser, (b) any Contract to which such Shareholder Parent, the Purchaser or their respective Subsidiaries is a party or by which any of their respective properties or assets is bound, or (c) any Judgment or Law applicable to Parent, the Purchaser, or their respective Subsidiaries, or the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound Parent, the Purchaser or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, their respective Subsidiaries; in the case of clause clauses (iib) and (c), as other than any such items that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect. No material consent or approval of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to Parent, the execution Purchaser or their respective Subsidiaries in connection with the execution, delivery and delivery performance of this Agreement by such Shareholder, or the performance by such Shareholder consummation of its obligations hereunder the Transaction and the consummation by such Shareholder of the other transactions contemplated by this Agreementhereby, other than such Consents that(x) compliance with and filings under the HSR Act, if not obtained(y) compliance with and filings under any other Antitrust Laws, made or given, would not, individually or and (z) those that may be required solely by reason of the Seller’s (as opposed to any other third party’s) participation in the aggregate, reasonably be expected to have a material adverse effect on Transaction and the ability of such Shareholder to perform its obligations under this Agreement or to consummate the other transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither Except as set forth in Section 3.03 of the execution Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement Agreement, any of the Ancillary Agreements or any of the Restructuring Documents by such ShareholderSeller, nor the consummation by such Shareholder Seller of the transactions contemplated by this Agreement, nor performance hereby or compliance by such Shareholder with any of the terms or provisions hereofthereby, will (ia) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderSeller’s Governing Documents; (b) result in a breach, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of timeunder, or both) under event that would create in any Person the right to terminate, cancel, accelerate or give rise to a right of termination, modificationmodify, or cancelation of require any obligation notice, consent or to the loss of waiver by any benefit Person under, any Contract to which such Shareholder Seller is a party or by which such Seller is bound, in any case with or without due notice or lapse of the properties time or assets of such Shareholder both; (including such Shareholder’s Subject Shares) is bound or subject or (zc) result in the creation or imposition of any Lien Encumbrance (other than a Permitted LienEncumbrance) on any properties asset of any Target Company; (d) violate any Applicable Law or assets Judgment applicable to such Seller; or (e) require such Seller to obtain any Permit or make any filing with any Governmental Authority or, with respect to a Government Contract, obtain consent from a Government Authority, contractor or higher-tier subcontractor, including with respect to the ability of such Shareholderthe Parties to enter into the Subcontract Pending Novation Agreement referenced on Annex 6.09(c), except, in the case of clause the foregoing clauses (iib), (d) and (e) as would not, individually or in the aggregate, (i) have or reasonably be expected to have a material adverse effect on Material Adverse Effect, (ii) prevent, delay or otherwise materially and adversely affect the ability of such Shareholder the Sellers to perform its their obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated by this Agreement. No consent hereby or approval ofthereby or (iii) prevent, delay or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for otherwise adversely affect the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Purchasers’ acquisition of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made Business or given, would not, individually adversely affect a Target Company’s or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its Purchasers’ rights or obligations under this Agreement or the Contracts to consummate be assigned to and assumed by a Target Company in connection with the transactions contemplated by this AgreementSellers’ Restructuring Transactions.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural personhereof shall not, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a benefit under, or result in the creation of any Contract Lien upon any of the properties or assets of Buyer or the Subsidiary of Buyer under, any provision of (a) the Certificate of Incorporation or By-laws of Buyer or the comparable governing instruments of the Subsidiary of Buyer, (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agree ment or arrangement to which such Shareholder Buyer or the Subsidiary of Buyer is a party or by which any of their respective proper ties or assets are bound, or (c) any judgment, order, or decree, or material statute, law, ordinance, rule or regulation applicable to Buyer or the Subsidiary of Buyer or their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (assets, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause clauses (ii)b) and (c) above, as would notany such items that, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or Buyer to consummate the transactions contemplated by this Agreementhereby. No consent material consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity or any nongovernmental third party is necessary for required to be obtained or made by or with respect to Buyer or any of its subsidiaries or their respective Affiliates in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents that(i) a consent under Buyer's principal existing bank facility, under which Buyer on the date hereof does not have any outstanding indebtedness, (ii) compliance with and filings under the HSR Act, if not obtainedapplicable, made or given, would not, individually or and (iii) those that may be required solely by reason of Seller's and its Affiliates (as opposed to any other third party's) participation in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with any of the terms of this Agreement do not and will not require the consent or provisions hereof, will (i) if such Shareholder is not a natural personapproval of any other Person pursuant to, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of of, or result in termination, modificationamendment, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Encumbrance (except as set forth in this Agreement) in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (zii) result subject to the governmental filings and other matters referred to in clauses (1) and (2) of the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Order, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither The execution, delivery and performance by Sellers and the execution applicable LiveArea Companies of the Transaction Documents, and delivery of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, nor performance do not and will not: (a) result in a violation or compliance by such Shareholder with breach of any provision of the terms certificate of incorporation, by-laws or provisions hereofother organization documents, will as applicable, of Sellers or the LiveArea Companies; (ib) if such Shareholder is not result in a natural person, conflict with violation or violate breach of any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment Governmental Order applicable to such Shareholder the LiveArea Pre-Reorg Parties with respect to the LiveArea Business or to such Shareholder’s properties the LiveArea Companies; (c) require the consent, notice or assets (including such Shareholder’s Subject Shares)other action by any Person under, (y) violate conflict with, result in a violation or breach in any material respect of, constitute a breach of or default (with or without notice of lapse of timein any material respect under, or both) under or give rise to a any right of termination, modificationtermination or cancellation under, or cancelation result in the acceleration of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject Material Contract; or (zd) except as contemplated by this Agreement or with respect to Permitted Encumbrances, result in the creation of any Lien (other than Permitted Lien) on Encumbrance upon any properties or of the assets of the LiveArea Companies that would reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, or Governmental Order of, or declaration or filing with, or notice to, any Governmental Authority or third party is required by or with respect to the LiveArea Pre-Reorg Parties or the LiveArea Companies in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, except for such Shareholderfilings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, exceptapprovals, in the case of clause (ii)Permits, as Governmental Orders, declarations, filings or notices which would notnot reasonably be expected to be, individually or in the aggregate, material to the LiveArea Companies or the LiveArea Business taken as a whole and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would notexpected, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent the ability consummation of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither The execution and delivery by Purchaser of this Agreement do not, the execution and delivery of this Agreement by such ShareholderPurchaser of each Ancillary Agreement to which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated hereby and thereby and compliance by this Purchaser with the terms hereof and thereof will not, subject to Section 9.3(h) of the Operating Agreement, nor performance conflict with, or compliance by such Shareholder with result in any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract to which such Shareholder Purchaser or any of its subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or (z) result in the creation Applicable Law applicable to Purchaser or any of any Lien (other than Permitted Lien) on any its subsidiaries or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of such Shareholder Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made Ancillary Agreements or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder Purchaser to perform consummate the Acquisition and the other transactions contemplated hereby (a "Purchaser Material Adverse Effect"). No consent of or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its obligations under subsidiaries in connection with the execution, delivery and performance of this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than those that may be required solely by this Agreementreason of the participation of Seller (as opposed to any other third party) in the Acquisition and other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not require the consent or approval of any other person pursuant to, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither The execution and delivery by the Company hereof do not, the execution and delivery by the Company of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Transactions and compliance by such Shareholder the Company with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personcontravene, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation obligation, to a right to challenge the Transactions or to the loss of any 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 or any Company Subsidiary under, any provision of (i) the certificate of incorporation or by-laws (or comparable documents) of the Company or any Company Subsidiary, (ii) any Contract or Benefit Plan to which such Shareholder the Company or any Company Subsidiary is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by, or any consent agreement, memorandum of understanding or other Contract with, any Governmental Entity (zin each case whether temporary, preliminary or permanent) result in (“Judgment”), Permit or Applicable Law applicable to the creation of Company or any Lien (other than Permitted Lien) on any Company Subsidiary or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect. No consent or approval ofconsent, or filingapproval, waiver, license, permit permit, franchise, authorization or authorization, declaration or registration with, any Governmental Authority Judgment (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Entity is necessary for required to be obtained or made by or with respect to the execution Company or any Company Subsidiary in connection with the execution, delivery and delivery of this performance hereof or any Ancillary Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated Transactions or the ownership by this Agreementthe Purchaser of the Shares following the Closings, other than such Consents that(A) compliance with and Filings under Section 13(a) and Section 14(f) of the Exchange Act, (B) those that may be required solely by reason of the Purchaser’s (as opposed to any other third party’s) participation in the Transactions, and (C) those which if not obtained, obtained or made or given, would not, individually or in the aggregate, will not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

No Conflicts; Consents. Neither The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser and each Purchaser Designee of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser and each Purchaser Designee with the terms hereof and thereof will not conflict with any provision of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with the organizational documents of Purchaser or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderPurchaser Designee, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder Purchaser or any Purchaser Designee is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or (z) result in the creation Law applicable to Purchaser, any Purchaser Designee or any of any Lien (other than Permitted Lien) on any their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and are not reasonably be expected likely to have result in a material adverse effect on the ability of such Shareholder Purchaser to perform its obligations under consummate the Acquisition (a "Purchaser Material Adverse Effect"). No Consent of or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any Purchaser Designee in connection with the execution, delivery and performance of this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents that(A) compliance with and filings under the HSR Act, if not obtained, made the GARC and other applicable competition Laws and (B) those the failure of which to be obtained or given, would notmade, individually or in the aggregate, have not had and are not reasonably be expected likely to have result in a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect.