Common use of No Violations; Consents and Approvals Clause in Contracts

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate articles of incorporation or the bylaws of the Company, or the certificate articles of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, treat, gather, transport, compress, purchase, sell, dispose and operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local local, tribal or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, constitution, principle of common law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents consents, waivers or waivers approvals are or may be required prior to in connection with the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of either of the Merger Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Significant Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the adoption of this Agreement by the stockholders of the Company has been obtained, conflict with or violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Company Required Vote has been obtained, conflict with or violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except (A) in the case of clause (ii), for (1) the Company Indenture, (2) the Company Credit Agreement, (3) certain seismic license agreements, (4) Company Employee Agreements and (5) Company Benefit Plans; and (B) in the case of clauses (ii) and (iii) above), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and clause (iii) above), for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither Except as set forth in Schedule 3.03, neither the execution, execution and delivery and performance of this Agreement by the Company Seller nor the consummation by the Company Seller of the Merger or any other transactions contemplated hereby will (i) conflict with or violate any provision of the certificate Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller, or the certificates of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing organizational documents of any of the Company’s Seller's Subsidiaries, (ii) violaterequire any filing with, conflict withor permit, authorization, consent, or approval of, any court, arbitral tribunal, administrative agency, or commission or other governmental or other regulatory authority, agency, or official (a "Governmental Entity"), (iii) assuming the accuracy of the representations and warranties of, and performance of the covenants by Purchaser as set forth herein, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment underamendment, accelerate the performance required bycancellation, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries underacceleration), or result in the acceleration or trigger of require any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toconsent under, any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Seller or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental bound ("Seller Agreements") or non-governmental production sharing contract, lease result in the imposition or license, permit or other similar agreement or right permitting creation of any Lien on the Company assets of Seller or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iiiiv) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, lawrule, rule or regulation (collectively, “Laws”) applicable to the Company, Seller or any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and ), (iii), or (iv), (A) abovewhere the failure to obtain such permits, for authorizations, consents, or approvals or to make such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and filings would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company Seller and its Subsidiaries pursuant to Subsidiaries, taken as a whole, or (B) for such violations, breaches, or defaults which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or would not subject to the exception set forth with respect to clauses (ii) have a Material Adverse Effect on Seller and (iii) above)its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company Parent nor the consummation by the Company Parent of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the CompanyParent, or the certificate of incorporation, bylaws or similar governing documents of any of the CompanyParent’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Parent or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, treat, gather, transport, compress, purchase, sell, dispose and operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) Hydrocarbons and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)time, or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent, any of its their respective Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the CompanyParent. Section 3.4(a4.4(a) of the Company Parent Disclosure Letter sets forth a correct and complete list of Company Parent Material Contracts, including all Hydrocarbon Contracts, of the Company Parent and its Subsidiaries pursuant to which consents consents, waivers or waivers approvals are or may be required prior to in connection with the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company Parent or Merger Sub, nor the consummation by the Company Parent or Merger Sub of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation incorporation, certificate of formation, articles of association, limited liability company agreement or the bylaws of the CompanyParent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents documents, as applicable, of any of the CompanyParent’s Subsidiaries, (ii) except for the Parent Credit Agreement (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Merger Sub, or any of its Subsidiaries Parent’s other Subsidiaries, under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Parent or Merger Sub, or any of its Subsidiaries Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole member of Merger Sub, conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Merger Sub, or any of its Subsidiaries Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents Parent or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Merger Sub.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company Parent nor the consummation by the Company Parent of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the CompanyParent, or the certificate of incorporation, bylaws or similar governing documents of any of the CompanyParent’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Parent or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) Hydrocarbons and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)time, or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent, any of its their respective Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the CompanyParent. Section 3.4(a4.4(a) of the Company Parent Disclosure Letter sets forth a correct and complete list of Company Parent Material Contracts, including all Hydrocarbon Contracts, of the Company Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither Except as set forth on Schedule 3.3, neither the execution, execution and delivery and performance by the Company Holder of this Agreement or the other documents and instruments to be executed and delivered by the Company Holder hereunder, nor the consummation by the Company Holder of the Merger or any other transactions contemplated hereby and thereby will (i) violate any provision of the certificate of incorporation or the bylaws organizational documents of the Company, or Company Holder (if the certificate of incorporation, bylaws or similar governing documents of any of the Company’s SubsidiariesCompany Holder is not a natural Person), (ii) violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any loan agreement, note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Holder is a party, (iii) require any authorization, consent or approval by, filing with or notice to any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a “Governmental Entity”), except for (A) the requirements of any federal, state and foreign Law or Order that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“Competition Law”) applicable to the transactions contemplated hereby, (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the Company Holder’s ability to perform its obligations hereunder and (C) such authorizations, consents, approvals, filings or notice requirements that become applicable solely as a result of the specific regulatory status of the Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)Affiliates, or (iiiiv) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assetsCompany Holder; except in the case of clauses (ii) and through (iiiiv) above, above for such conflicts, violations, breaches, breaches or defaults or Liens which individually or in the aggregate have are not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the CompanyParent or Purchaser, or the certificate of incorporation, bylaws or similar governing documents of any of the CompanyParent’s or Purchaser’s respective Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Purchaser or any of its their respective Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Parent or Purchaser or any of its their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) Hydrocarbons and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)time, or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Purchaser, any of its their respective Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the CompanyParent. Section 3.4(a4.4(a) of the Company Parent Disclosure Letter sets forth a correct and complete list of Company Parent Material Contracts, including all Hydrocarbon Contracts, of the Company Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) violate any provision of the certificate of incorporation or the bylaws by-laws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s SubsidiariesBuyer, (ii) violate, conflict with, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company acceleration or any right that becomes effective upon the occurrence of its Subsidiaries a merger, consolidation, sale of assets or change in control, under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence instrument of Indebtedness, leaseindebtedness for money borrowed, license, contractfranchise, collective bargaining agreement, permit or agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries Buyer is a party party, or by which any of them or any of their respective assets or properties may be is bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, lawrule, rule regulation, order or regulation (collectively, “Laws”) applicable to the Company, decree of any public body or authority by which Buyer or any of its Subsidiaries or any of their respective properties or assets; except in is bound, excluding from the case of foregoing clauses (ii) and (iii) above, for such conflicts), violations, breaches, defaults or Liens which rights that, either individually or in the aggregate have not hadaggregate, and would not be reasonably likely materially impair Buyer's ability to have consummate the transactions contemplated hereby or result infor which Buyer has received or, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the Closing, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Buyer in connection with the execution and delivery of this Agreement, or the consummation by Buyer of the transactions contemplated by this Agreement hereby, except (whether or not subject i) in connection with the applicable requirements of the HSR Act and as required pursuant to the exception set forth with respect to clauses applicable antitrust and competition law statutes and regulations of applicable foreign jurisdictions, (ii) for filing a notice pursuant to the Exon-Xxxxxx Amendment and (iii) above).such other consents, orders, authorizations, registrations, declarations and filings not obtained prior to the Closing the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. ARTICLE IV

No Violations; Consents and Approvals. (a) Neither None of the execution, execution and delivery and performance of this Agreement Agreement, the consummation of the transactions contemplated hereby or the compliance by the Company nor with any of the consummation by provisions hereof shall, subject to the Company Shareholder Approval and receipt of approvals by applicable Governmental Authorities regulating the Merger or any other transactions contemplated hereby will Insurance Company Subsidiary and the Insurance Services Subsidiary, (i) violate any provision of the certificate of incorporation its or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiariesits subsidiaries’ organizational documents, (ii) violate, conflict with, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company acceleration or any right which becomes effective upon the occurrence of its Subsidiaries a merger, consolidation or change in control or ownership, under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement indenture or other legally binding instrument or obligation of indebtedness for money borrowed to which the Company or any of its Subsidiaries subsidiaries is a party party, or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with subsidiaries or any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)their respective properties is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement to which the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iv) conflict with or violate any federal, foreign, state, local or foreign provincial statute, rule, regulation, order, writ, injunction, judgment, settlement, award, decree, statute, law, rule judgment or regulation decree (collectively, “Laws”) applicable to of any public body or authority by which the Company, Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets; except in is bound, excluding from the case of foregoing clauses (ii), (iii) and (iiiiv) above, for such conflicts, violations, breaches, defaults or Liens which rights which, individually or in the aggregate have not hadaggregate, and would not reasonably be reasonably likely expected to have or result in, a Company Material Adverse Effect on the Company. Section 3.4(a) of or for which the Company Disclosure Letter sets forth a correct has received, or prior to the Effective Time shall have received, appropriate consents or waivers. The material consents and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of approvals required to be obtained by the Company and or its Subsidiaries pursuant to which consents or waivers are or may be required prior to subsidiaries for the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception Merger are set forth with respect to clauses (iiin Schedule 4.4(a) and (iii) above)of the Disclosure Letter.

No Violations; Consents and Approvals. (ai) Neither the The execution, delivery and performance of this Agreement by the Company nor of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company of the Merger or any other transactions contemplated hereby will not (iA) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a violation or breach of any provision of the Company Charter or the loss Company By-laws or (B) result in a violation or breach of (or give rise to any benefit right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result (1) subject to the governmental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guaranteecontract, agreement, obligation, instrument, offer, commitment, understanding or other evidence arrangement (each a "Contract") or of Indebtedness, lease, any license, contractwaiver, collective bargaining agreementexemption, agreement order, franchise, permit or other legally binding instrument or obligation concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii2) conflict with or violate subject to the governmental filings and other matters referred to in clause (ii) below, any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets; except Subsidiaries, except, in the case of clauses clause (ii) and (iii) aboveB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation vesting, or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).acceleration or

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the CompanyParent or Purchaser, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Parent's or Purchaser's respective Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Purchaser or any of its their respective Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company Parent or Purchaser or any of its their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) Hydrocarbons and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)time, or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Purchaser, any of its their respective Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the CompanyParent. Section 3.4(a4.4(a) of the Company Parent Disclosure Letter sets forth a correct and complete list of Company Parent Material Contracts, including all Hydrocarbon Contracts, of the Company Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither Except as set forth on Schedule 5.5(a), the execution, execution and delivery and performance of this Agreement by and the Company nor Closing Documents and the consummation by the Company of the Merger or any other transactions contemplated hereby and thereby does not and will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichnot, with notice or without the giving of notice, the lapse of time, or both, would constitute a default(a) underconflict with, or result in the breach of, any provision of the Company's Charter or bylaws; (b) conflict with, violate, result in the breach or termination of of, or constitute a default or give rise to any "takeback" right or right of terminationtermination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract to which the Company is a party or by which the Company or its assets are bound; (c) constitute a violation of any Law applicable to the Company or any order, cancellation writ or amendment under, accelerate the performance required by, injunction of any Governmental Entity; or (d) result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries underassets, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (iib), (c) and (iiid) aboveabove where such conflict, for such conflictsviolation, violationsbreach, breachestermination, defaults acceleration or Liens which individually creation of Lien would not, or in the aggregate have not had, and would not reasonably be reasonably likely to have or to, result in, in a Material Adverse Effect Effect. Except as set forth on Schedule 5.5(b) hereto and the Company. Section 3.4(a) filing of the Company Disclosure Letter sets forth a correct Agreement of Merger with the Secretary of State of California and complete list appropriate documents with the relevant authorities of Company Material Contracts, including all Hydrocarbon Contracts, of other states in which the Company and its Subsidiaries pursuant is required to which consents be qualified to do business, no consent, approval, order or waivers authorization of, or registration, declaration or filing with any Governmental Entity or any other Person are required to be obtained or may be required prior made by or with respect to the consummation Company in connection with the execution and delivery of this Agreement or the Closing Documents by the Company or the performance by either party of the transactions contemplated hereby or thereby to be performed by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)it.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s 's Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “"Hydrocarbons”") and associated fixtures or structures for a specified period of time (collectively, “"Hydrocarbon Contracts”"), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”") applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. Except as set forth in Section 3.4 of the Disclosure Schedule and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (a) Neither the execution"HSR Act"), and the DGCL, and for the approval of this Agreement and the Merger by the Company's stockholders and the filing and recordation of the Certificate of Merger as required by the DGCL, neither the execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or violate any provision of the certificate Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company or the certificates of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws by-laws or similar governing organizational documents of any of the Company’s its Subsidiaries, (ii) violaterequire any filing with, conflict withor permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, agency or official (a "Governmental Entity"), (iii) assuming the accuracy of the representations and warranties of, and performance of the covenants by Parent and Acquisition as set forth herein, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration) or require any consent under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental bound ("Company Agreements") or non-governmental production sharing contract, lease result in the imposition or license, permit or other similar agreement or right permitting creation of any Lien on the assets of the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iiiiv) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and ), (iii) aboveor (iv), for (A) where the failure to obtain such conflictspermits, violationsauthorizations, breaches, defaults consents or Liens which individually approvals or in the aggregate have not had, and to make such filings would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(aCompany and its Subsidiaries, taken as a whole, or (B) of the Company Disclosure Letter sets forth for such violations, breaches or defaults which would not have a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of Adverse Effect on the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (ai) Neither None of the execution, delivery or performance by each of the Company and performance VRM of any Reorganization Agreement and the Interim Services Agreement, in each case, to which it is a party or the consummation by each of the Company and VRM of the transactions contemplated thereby (assuming, (i) with respect to the Merger and the Distribution, the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company nor Common Stock entitled to vote thereon and (ii) formal declaration of the consummation Distribution by the Company's Board of Directors) (A) will conflict with, or result in a violation or breach of, the Company of Charter or the Merger Company By-laws or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws, or comparable organizational documents of VRM and the bylaws Subsidiaries of the Company, Company or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (iiB) violate, will conflict with, or result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration of any material obligation under, accelerate the performance required by, or result in the creation of any Lien adverse claim, restriction on voting or transfer or pledge, lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or VRM or any Subsidiary of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, either under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement obligation, understanding, commitment or other legally binding instrument or obligation arrangement (a "Contract") to which the Company or any of its Subsidiaries is a party or by which any of them their properties or any of their respective assets or properties may be bound, including governmental bound or non-governmental production sharing contract, lease or of any license, permit franchise, permit, concession, certificate of authority, order, approval, application or other similar agreement registration form, of or right permitting with a Governmental Entity (a "Permit") or (2) to the knowledge of the Company or and subject to the Regulatory Filings, any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets; except Subsidiaries, except, in the case of clauses clause (ii) B), as set forth in the Company Disclosure Schedule and (iii) above, for such conflicts, violations, breaches, defaults defaults, rights, losses or Liens which that, individually or in the aggregate have not hadaggregate, and would not be reasonably likely to have or result in, a Material Adverse Effect on the CompanyRetained Companies, taken as a whole, or a material adverse effect on the ability of the VRM Companies to consummate the transactions contemplated by, or to satisfy their obligations under, the Reorganization Agreements. Section 3.4(aSchedule 5.1(d)(i) of the Company Disclosure Letter sets forth a correct Schedule attached hereto lists all material Contracts and complete list of Company Material Contracts, including all Hydrocarbon Contracts, material Permits of the Company and its Subsidiaries pursuant which require consent of, or prior notice to, a third party in order to which consents or waivers are or may be required prior to the consummation of consummate the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Distribution Agreement.

No Violations; Consents and Approvals. (a) Neither the execution, The execution and delivery and performance of this Agreement Agreement, and each of the Ancillary Documents to which such party is or will be a party, by the Company nor Buyer and each Merger Sub and Merger LLC, as applicable, and the consummation by the Company Buyer and each Merger Sub and Merger LLC of the Merger or any other transactions contemplated hereby Transactions and thereby will not (ia) violate any provision of the certificate Governing Documents of incorporation Buyer or the bylaws of the Companyany Merger Sub or Merger LLC, (b) violate any Law applicable to, binding upon or enforceable against Buyer or any Merger Sub or Merger LLC, (c) result in any breach of, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a material default (or an event whichwhich would, with the passage of time or the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of terminationpayment under or the right to terminate, cancellation any Contract to which Buyer or amendment under, accelerate the performance required byany Merger Sub or Merger LLC is a party or bound, or (d) result in the creation or imposition of any Lien upon any of the respective properties property or assets of the Company Buyer or any of its Subsidiaries underMerger Sub or Merger LLC, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the each case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (b) – (d) that would reasonably be expected to impair or delay Buyer’s or any Merger Sub’s or Merger LLC’s ability to consummate the Transactions or have an adverse and material effect on the Buyer, any Merger Sub and any Merger LLC taken as a whole. Assuming expiration or termination of all applicable waiting periods under the Hxxx-Xxxxx-Xxxxxx Act, except (i) for the filing of the Certificates of Initial Merger and Certificates of Final Merger, (ii) for the approval of the Buyer Stockholder Proposal and (iii) above)as set forth on Section 2.04 of the Disclosure Schedule, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification, recording or other action or filing with, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of Buyer or any Merger Sub or Merger LLC in connection with the execution, delivery or performance of this Agreement and the consummation of the Closing hereunder in accordance with the terms and conditions of this Agreement, except where the failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification, recording or other action would not reasonably be expected to impair or delay Buyer’s or any Merger Sub’s or Merger LLC’s ability to consummate the Transactions or have a Buyer Material Adverse Effect.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and or performance of this Agreement or, if applicable, the Stock Option Agreement by the Company Company, nor the consummation by the Company of the Merger Transactions nor compliance by the Company with any of the provisions hereof or any other transactions contemplated hereby thereof, will (i) violate conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws or similar organizational documents of the Company, Company or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s its Subsidiaries, (ii) violatesubject to obtaining the Company Required Approvals (as defined below) and the approval of the stockholders of the Company, conflict require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) subject to obtaining the ------------------- Company Required Consents (as defined below), result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, accelerate the performance required by, acceleration or result in the creation of any Lien lien, mortgage, security interest, charge, claim or encumbrance of any kind (collectively, a "Lien") upon any of the respective properties or assets of the Company or any of ---- its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Subsidiaries) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, permit, franchise, concession, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets or properties may be bound, including governmental bound (the "Company Agreements") or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting (iv) subject to ------------------ obtaining the Company or any of its Subsidiaries to explore forRequired Approvals, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation, ordinance, permit or regulation (collectively, “Laws”) license applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets; except in , excluding from the case of foregoing clauses (ii), (iii) and (iiiiv) above, for such conflicts, violations, breaches, defaults or defaults, Liens and failures to obtain filings, permits, authorizations, consents and approvals, which would not, individually or in the aggregate have not hadaggregate, and would not reasonably be reasonably likely expected to have or result in, a Company Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and or performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) violate conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing organizational documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries underor Joint Ventures, (ii) subject to obtaining the Company Required Approvals and the approval of the stockholders of the Company, require any filing by the Company with, or permit, authorization, consent or approval as to the Company of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "GOVERNMENTAL ENTITY"), (iii) subject to obtaining the Company Required Consents, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or result in the acceleration or trigger creation of any paymentlien, time of paymentmortgage, vesting security interest, charge, claim or increase in the amount encumbrance of any compensation kind (collectively, a "LIEN") upon any of the properties or benefit payable pursuant toassets of the Company or its Subsidiaries) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, permit, franchise, concession, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries or Joint Ventures is a party or by which any of them or any of their respective properties or assets or properties may be bound, including governmental bound (the "COMPANY AGREEMENTS") or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting (iv) subject to obtaining the Company or any of its Subsidiaries to explore forRequired Approvals, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation, ordinance, permit or regulation (collectively, “Laws”) license applicable to the Company, any of its Subsidiaries or Joint Ventures or any of their respective properties or assets; except in , excluding from the case of foregoing clauses (ii), (iii) and (iiiiv) above, for such conflicts, violations, breaches, defaults or defaults, Liens and failures to obtain filings, permits, authorizations, consents and approvals, which would not, individually or in the aggregate aggregate, have not had, and would not be reasonably likely to have or result in, a Company Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.

No Violations; Consents and Approvals. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (a) Neither the execution"HSR Act"), and the FBCA, if required by law, for the approval of this Agreement and the Merger by the Shareholders and the filing of the Articles of Merger required by the FBCA, neither the execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby by this Agreement will (i) conflict with or violate any provision of the certificate Articles of incorporation Incorporation or the bylaws ByLaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violaterequire any filing with, conflict withor any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, agency or official (a "Governmental Entity"), (iii) assuming the accuracy of the representations and warranties of, and performance of the covenants by Parent and Acquisition as set forth in this Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration) or require any consent under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its the Company Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of the Company Subsidiaries or any of its Subsidiaries to explore foror their assets may be bound (except for any Lease, developas defined in Section 4.24) (collectively, usethe "Company Agreements") or result in the imposition or creation of any lien, producecharge, seversecurity interest, processoption, operate and occupy interests in oilclaim or encumbrance of any nature whatsoever (collectively, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with "Liens") on the assets of the Company or any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), Company Subsidiaries or (iiiiv) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, Company or any of its the Company Subsidiaries or any of its or their respective properties or assets; except in the case of clauses (ii) and ), (iii) aboveor (iv), for (A) where the failure to obtain any such conflictspermit, violationsauthorization, breaches, defaults consent or Liens which individually approval or in the aggregate have not had, and to make any such filing would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of Company and the Company Disclosure Letter sets forth Subsidiaries, taken as a correct and complete list of Company whole, or (B) any such violation, breach or default which would not have a Material Contracts, including all Hydrocarbon Contracts, of Adverse Effect on the Company and its Subsidiaries pursuant to which consents the Company Subsidiaries, taken as a whole, or waivers are would not prevent or may be required prior to materially delay the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)hereby.

No Violations; Consents and Approvals. (ai) Neither None of the execution, delivery and or performance of this Agreement by the Company nor Company, School, Travel, Technology or Print of each Transaction Agreement to which any of them is or will be a party or the consummation by the Company or School, Travel, Technology or Print of the Merger or any other transactions contemplated hereby thereby (A) will (i) violate any provision result in a violation or breach of the certificate Company Charter or the Company By-laws, the articles of incorporation or the bylaws by-laws of the CompanySchool, Travel, Technology or Print or the certificate of incorporation, bylaws or similar governing organizational documents of any of the Company’s Subsidiaries, Retained Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries Retained Companies under, or result (1) subject to the govern mental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guaranteecontract, agreement, obligation, instrument, offer, commitment, understanding or other evidence arrangement (each a "Contract") or of Indebtedness, lease, any license, contractwaiver, collective bargaining agreementexemption, agreement order, franchise, permit or other legally binding instrument or obligation concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of them their properties or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting bound (except for the Company's credit facility with Bankers Trust Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of effect on the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”date hereof), or (iii2) conflict with or violate subject to the governmental filings and other matters referred to in clause (ii) below, any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyRetained Companies, any of its Subsidiaries or any of their respective properties or assets; except except, in the case of clauses clause (ii) and (iii) aboveB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens which that would not, individually or in the aggregate aggregate, have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth Retained Companies, taken as a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)whole.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses clause (ii) and (iii) above), for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, The execution and delivery and performance of this Agreement by Parent and Merger Sub, compliance with the Company nor provisions of this Agreement by Parent and Merger Sub, and the consummation by the Company of the Merger or any and the other transactions contemplated hereby by this Agreement will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, not conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancellation termination or amendment under, accelerate the performance required by, or result in the creation acceleration of any Lien upon obligation or to loss of any of the respective properties or assets of the Company or any of its Subsidiaries material rights under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, or result in the creation of any lien upon any of the termsproperties or assets of Parent or Merger Sub under, conditions (i) the organizational documents of Parent or provisions of Merger Sub, (ii) any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement Contract applicable to Parent or other legally binding instrument Merger Sub or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets properties or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)assets, or (iii) conflict subject to the filings with or violate any federalGovernmental Entities and other matters referred to in the following sentence, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to and the approval of this Agreement and the Merger by the shareholders of the Company, any of its Subsidiaries judgment, order, decree, or any of Law applicable to Parent or Merger Sub or their respective properties or assets; except , other than, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, breachesdefaults, defaults rights, or Liens which that individually or in the aggregate would not have not hada material adverse effect on Parent and Merger Sub (considered as one entity) or their ability to consummate the Merger and the other transactions contemplated by this Agreement. No consent, approval, order, or authorization of, or registration or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (A) the Schedule 13E-3 (including amendments or supplements thereto), and would not be reasonably likely to have (B) such reports under Section 12 or result in, a Material Adverse Effect on the Company. Section 3.4(a13(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material ContractsExchange Act, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or as may be required prior to the consummation of in connection with this Agreement and the transactions contemplated by this Agreement (whether including amendments or not subject to the exception set forth with respect to clauses supplements thereto), (ii) the filing of the Articles of Merger with the Illinois Secretary of State and appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business and such filings, if any, with any Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" Laws, (iii) abovethose consents, approvals, orders, or authorizations of, or registrations or filings, that may be required solely by reason of the Company's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement, and (iv) those consents, approvals, orders, or authorizations of, or registrations or filings, that, if not obtained or made, would not, individually or in the aggregate, have a material adverse effect on Parent and Merger Sub (considered as one entity).

No Violations; Consents and Approvals. (a) Neither Except as set forth on Schedule 3.5(a), neither the execution, delivery and or performance of this Agreement, the Ancillary Agreements or, if applicable, the Stock Option Agreement by the Company Company, nor the consummation by the Company of the Merger or any other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof or thereof will (i) violate conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws or similar organizational documents of the Company, Company or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s its Subsidiaries, (ii) violatesubject to obtaining the Company Required Approvals (as defined below) and the approval of the stockholders of the Company in connection with the consummation of the Merger, conflict require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) subject to obtaining the Company Required Consents (as defined below), result in an earlier termination, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, result in a breach of any provision of or the loss of any benefit under, constitute a default (to which the Company or an event which, with notice its Subsidiaries is entitled or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, accelerate the performance required by, acceleration (or result in the creation of any Lien lien, mortgage, security interest, charge, claim or encumbrance of any kind (collectively, a "Lien"), upon any of the respective properties or assets of the Company or any of its Subsidiaries Subsidiaries) under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, permit, franchise, concession, contract, collective bargaining agreementagreement (including, agreement but not limited to, any of the Material Contracts (as defined hereinafter)) or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets or properties may be bound, including governmental bound (the "Company Agreements") or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting (iv) subject to obtaining the Company or any of its Subsidiaries to explore forRequired Approvals, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation, ordinance, permit or regulation (collectively, “Laws”) license applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets; except in , excluding from the case of foregoing clauses (ii), (iii) and (iiiiv) above, for such conflicts, violations, breaches, defaults or defaults, Liens and failures to obtain filings, permits, authorizations, consents and approvals, which would not, individually or in the aggregate aggregate, have not had, and would not be reasonably likely to have or result in, a Company Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.

No Violations; Consents and Approvals. (a) Neither the execution, The execution and delivery and performance of this Agreement by Parent and Merger Sub, compliance with the Company nor provisions of this Agreement by Parent and Merger Sub, and the consummation by the Company of the Merger or any and the other transactions contemplated hereby by this Agreement will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, not conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancellation termination or amendment under, accelerate the performance required by, or result in the creation acceleration of any Lien upon obligation or to loss of any of the respective properties or assets of the Company or any of its Subsidiaries material rights under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, or result in the creation of any lien upon any of the termsproperties or assets of Parent or Merger Sub under, conditions (i) the organizational documents of Parent or provisions of Merger Sub, (ii) any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement Contract applicable to Parent or other legally binding instrument Merger Sub or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets properties or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”)assets, or (iii) conflict subject to the filings with or violate any federalGovernmental Entities and other matters referred to in the following sentence, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to and the approval of this Agreement and the Merger by the shareholders of the Company, any of its Subsidiaries judgment, order, decree, or any of Law applicable to Parent or Merger Sub or their respective properties or assets; except , other than, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, breachesdefaults, defaults rights, or Liens which that individually or in the aggregate would not have not hada material adverse effect on Parent and Merger Sub (considered as one entity) or their ability to consummate the Merger and the other transactions contemplated by this Agreement. No consent, approval, order, or authorization of, or registration or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (A) the Schedule 13E-3 (including amendments or supplements thereto), and would not be reasonably likely to have (B) such reports under Section 12 or result in, a Material Adverse Effect on the Company. Section 3.4(a13(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material ContractsExchange Act, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or as may be required prior to the consummation of in connection with this Agreement and the transactions contemplated by this Agreement (whether including amendments or not subject to the exception set forth with respect to clauses supplements thereto), (ii) the filing of the Articles of Merger with the Illinois Secretary of State and appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business and such filings, if any, with any Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” Laws, (iii) abovethose consents, approvals, orders, or authorizations of, or registrations or filings, that may be required solely by reason of the Company’s (as opposed to any other third party’s) participation in the Merger and the other transactions contemplated by this Agreement, and (iv) those consents, approvals, orders, or authorizations of, or registrations or filings, that, if not obtained or made, would not, individually or in the aggregate, have a material adverse effect on Parent and Merger Sub (considered as one entity).

No Violations; Consents and Approvals. (ai) Neither Except as set forth in Schedule 4.1(b)(i) of the executiondisclosure schedule of Tower attached hereto (the "Tower Disclosure Schedule"), neither the execution and delivery and performance of this Agreement by the Company nor the consummation performance by the Company Tower of the Merger or any other transactions contemplated hereby its obligations hereunder will (iA) violate any provision of the certificate of incorporation conflict with or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a any breach of any provision of the Amended and Restated Articles of Incorporation or the loss by-laws of Tower; (B) result in a breach or violation of, a default under, or the triggering of any benefit payment or other material obligations pursuant to, or accelerate vesting under, any of Tower's stock option or other benefit plans, or any grant or award made under any of the foregoing; (C) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment underacceleration or obligation to repurchase, accelerate the performance required byrepay, redeem or acquire or any similar right or obligation) or result in the creation of any Lien upon any properties of the respective properties or assets of the Company Tower or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, (other than Tower Permitted Liens) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, guaranteeletter of credit, other evidence of Indebtednessindebtedness, leasefranchise, permit, guarantee, license, contract, collective bargaining agreement, lease or agreement or other legally binding similar instrument or obligation to which the Company Tower or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be boundbound or (D) assuming that the filings, including governmental registrations, notifications, authorizations, consents and approvals referred to in subsection (ii) below have been obtained or non-governmental production sharing contractmade, lease as the case may be, violate any order, injunction, decree, statute, rule or license, permit or other similar agreement or right permitting the Company regulation of any Governmental Entity to which Tower or any of its Subsidiaries to explore foris subject, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of excluding from the foregoing, whether liquid, solid, or gaseous foregoing clauses (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”B), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (iiC) and (iiiD) abovesuch requirements, for such conflicts, violationsdefaults, breaches, defaults rights, violations or Liens which individually creations of such liens, security interests, charges or encumbrances (x) that would not, in the aggregate have not hadaggregate, and would not reasonably be reasonably likely expected to have or result in, a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the Companyability of Tower to perform its obligations hereunder or (y) that become applicable as a result of the business or activities in which Buyer or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, Buyer or any of its affiliates. Section 3.4(a(ii) Except as set forth in Schedule 4.1(b)(ii) of the Company Tower Disclosure Letter sets forth a correct Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and complete list delivery of Company Material Contractsthis Agreement or the other Transaction Agreements by Tower or the performance by Tower of its obligations hereunder or under the Releases, including all Hydrocarbon Contracts, except (A) the filing of the Company Supplementary Articles of Incorporation in accordance with the MGCL and (B) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Tower to perform its Subsidiaries pursuant obligations hereunder or thereunder or (y) that became applicable as a result of the business or activities in which Buyer or any of its affiliates is or proposes to which consents be engaged or waivers any acts or omissions by, or facts pertaining to, Buyer or any of its affiliates. (c) The representations and warranties set forth in Article III of the Merger Agreement (except for Sections 3.2, 3.3, 3.20, 3.21 and 3.25), the related disclosure schedule of Tower attached thereto and all definitions used in such Article III are or may incorporated by reference as if set forth in full in this Agreement; provided that the term "Agreement" when used in such provisions shall be required prior deemed to refer to the consummation of the transactions contemplated by this Agreement Merger Agreement. (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) aboved).

No Violations; Consents and Approvals. (ai) Neither None of the execution, delivery and or performance of this Agreement by the Company nor Company, School, Travel, Technology or Print of each Transaction Agreement to which any of them is or will be a party or the consummation by the Company or School, Travel, Technology or Print of the Merger or any other transactions contemplated hereby thereby (A) will (i) violate any provision result in a violation or breach of the certificate Company Charter or the Company By-laws, the articles of incorporation or the bylaws by-laws of the CompanySchool, Travel, Technology or Print or the certificate of incorporation, bylaws or similar governing organizational documents of any of the Company’s Subsidiaries, Retained Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries Retained Companies under, or result (1) subject to the governmental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guaranteecontract, agreement, obligation, instrument, offer, commitment, understanding or other evidence arrangement (each a "Contract") or of Indebtedness, lease, any license, contractwaiver, collective bargaining agreementexemption, agreement order, franchise, permit or other legally binding instrument or obligation concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of them their properties or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting bound (except for the Company's credit facility with Bankers Trust Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of effect on the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”date hereof), or (iii2) conflict with or violate subject to the governmental filings and other matters referred to in clause (ii) below, any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyRetained Companies, any of its Subsidiaries or any of their respective properties or assets; except except, in the case of clauses clause (ii) and (iii) aboveB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens which that would not, individually or in the aggregate aggregate, have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth Retained Companies, taken as a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)whole.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or the bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s 's Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”") applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses clause (ii) and (iii) above), for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and nor performance of this Agreement or any Related Document by the Company nor Company, the consummation by the Company of the Merger or any other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof or thereof will (ia) violate conflict with or result in any breach or violation of any provision of the certificate respective certificates of incorporation or the bylaws by-laws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of (b) except as set forth on the Company’s Subsidiaries, (ii) violate, conflict withDisclosure Schedule, result in a breach default, or give rise to any right of any provision of termination, modification, cancellation or the acceleration or loss of any material benefit under, constitute a default (with or an event which, with without the giving of notice or lapse of timetime or both), or bothrequire the consent, would constitute a default) underapproval, result in the termination of waiver or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of other action by any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Person under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, lease, license, contract, collective bargaining agreement, agreement Material Contract to which the Company or other legally binding instrument any Subsidiary is a party or obligation to by which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental (c) result in the creation or non-governmental production sharing contractimposition of any claim, lease lien, pledge, security interest, charge, obligation, restriction or licenseencumbrance of any kind or character (each, permit a “Lien”) on any property of the Company or other any of its Subsidiaries, (d) violate any judgment, order, writ, injunction, administrative order, decree, ruling or award of a Governmental Authority, as hereinafter defined (each, an “Order”) or any statute, rule, regulation, ordinance, act, code, treaty, convention, judicial decision, or similar agreement law (each, a “Law”), applicable to the Company or right permitting any of its Subsidiaries, or (e) violate any territorial restrictions on any business of the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties noncompetition or assets; except in the case of clauses (ii) similar arrangement. The execution and (iii) above, for such conflicts, violations, breaches, defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of delivery by the Company Disclosure Letter sets forth a correct of this Agreement and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant each Related Document to which consents or waivers are or may be required prior to it is a party, the consummation of the transactions contemplated herein and therein, and the performance by this Agreement the Company hereunder and thereunder does not (whether x) require the consent, approval or not subject to action of, or any filing by the exception set forth Company with respect to clauses or notice by the Company to, any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, instrumentality, court or authority (a “Governmental Authority”), except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under any applicable antitrust Laws (collectively, “Antitrust Laws”), or (ii) and those set forth on the Company’s Disclosure Schedule, or (iiiy) above)impose any other term, condition or restriction on the Company pursuant to any business combination or takeover or other Law.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and or performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate Certificate of incorporation Incorporation or the bylaws By-Laws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict withexcept as set forth in Section 4.4(a) of the Company Disclosure Letter, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of Indebtedness, leaseindebtedness, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), bound or (iii) conflict with or to the best knowledge of the Company, violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardinjunction, decree, law, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and or (iii) above, for such conflicts, violations, breachesbreaches or defaults which, defaults or Liens which individually or in the aggregate have not hadaggregate, and would not be reasonably likely to (A) have or result in, a Company Material Adverse Effect on Effect, (B) materially adversely affect the Companyability of the Company to consummate the transactions contemplated in this Agreement, or (C) become applicable as a result of the business or activities in which Purchaser or Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Purchaser or Sub. (b) Except as disclosed in Section 3.4(a4.4(b) of the Company Disclosure Letter sets forth Letter, no filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a correct "GOVERNMENTAL ENTITY") is required in connection with the execution and complete list delivery of Company Material Contracts, including all Hydrocarbon Contracts, of this Agreement by the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation by the Company of the transactions contemplated by this Agreement hereby, except for (whether or not subject i) filings with the FTC and with the DOJ pursuant to the exception set forth with respect to clauses HSR Act, (ii) and applicable requirements under the Exchange Act, (iii) above).the filing of the certificate of merger or, if applicable, a certificate of ownership and merger with the Secretary of State, (iv) applicable requirements under corporation or "BLUE SKY" laws of various states, and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which, individually or in the aggregate, would not (A) have a Company Material Adverse Effect, (B) materially adversely affect the ability of the Company to consummate the transactions contemplated in this 14

No Violations; Consents and Approvals. Except as set forth in Section 3.4 of the Disclosure Schedule attached hereto and incorporated herein (a) Neither the execution"Disclosure Schedule"), and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the URBCA, for the approval of this Agreement and the Merger by the Company's stockholders and the filing and recordation of the Articles of Merger required by the URBCA, neither the execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby by this Agreement will (i) conflict with or violate any provision of the certificate Articles of incorporation Incorporation or the bylaws ByLaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violaterequire any filing with, conflict withor any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, agency or official (a "Governmental Entity"), (iii) assuming the accuracy of the representations and warranties of, and performance of the covenants by Parent and Acquisition as set forth in this Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration) or require any consent under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous assets may be bound (collectively, “Hydrocarbons”the "Company Agreements") and associated fixtures or structures for a specified period result in the imposition or creation of time any lien, charge, security interest, option, claim or encumbrance of any nature whatsoever (collectively, “Hydrocarbon Contracts”), "Liens") on the assets of the Company or (iiiiv) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and ), (iii) aboveor (iv), for (A) where the failure to obtain such conflictspermits, violationsauthorizations, breaches, defaults consents or Liens which individually approvals or in the aggregate have not had, and to make such filings would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a, or (B) of such violations, breaches or defaults which would not have a Material Adverse Effect on the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Company.

No Violations; Consents and Approvals. (a) Neither Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the execution, delivery and performance of this Agreement by the Company Company, nor the consummation by the Company of the Merger or any other transactions contemplated hereby hereby, will (i) violate or conflict with any provision of the certificate articles of incorporation or the bylaws of the Company, or the articles or certificate of incorporation, bylaws or similar governing documents of any of the Company’s Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of Indebtednessindebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Company Required Vote has been obtained, conflict with or violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii) above), for (A) the Company Credit Agreement, (B) certain seismic license agreements and (C) such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).