Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Stockholder, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder Parent does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder Parent will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicableParent, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderParent under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, Parent or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, Parent or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder Parent to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder Parent in connection with the execution and delivery of this Agreement by Stockholder Parent or the consummation by Stockholder Parent of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder Parent to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by Stockholder does notto which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby by this Agreement and compliance such Buyer Party will not (a) conflict with any of the provisions of this Agreement by Stockholder will notthe Organizational Documents of any Buyer Party, (ib) subject to the matters referred to in the next sentence, conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholderwith, if applicable, (ii) result in any breach, violation -28- a breach of or default (with or without notice or lapse of time, time or both) under, give any contracting party the right to terminate, cancel or give rise to a right of termination, cancellation or creation or acceleration of accelerate any obligation or right of a third party or loss of a benefit payment under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property, asset or right of the properties or assets of Stockholderany Buyer Party under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable material Contract to Stockholder, or its respective properties or assets which any Buyer Party is a party or (iiic) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexcept, in the case of clauses (iib) and (iii)c) above, any such conflicts, breaches, violations, defaults, rights, losses or Liens thatas (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not materially impair reasonably be expected to have a material adverse effect on the ability of Stockholder Buyer and the Buyer Parties, as applicable, to consummate perform their obligations under the transactions contemplated by this AgreementTransaction Agreements. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or notice to, any third party or Governmental Entity is required by Stockholder or with respect to any Buyer Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by Stockholder the Buyer Parties or the consummation by Stockholder the Buyer Parties of the transactions contemplated hereby, except for the filing with the SEC any of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, except (i) for the filing required under the HSR Act, (ii) for such other consents, approvals, ordersauthorizations, declarations, filings or authorizations the failure of which notices that, if not obtained or made, would not reasonably be expected to be made or obtainedhave, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not materially impair reasonably be expected to have a material adverse effect on the ability of Stockholder Buyer and the Buyer Parties, as applicable, to consummate perform their obligations under the transactions contemplated by this AgreementTransaction Agreements.

Noncontravention; Consents. The execution and delivery by each of Seller, the Company and each applicable Company Subsidiary of this Agreement by Stockholder does notand the other Transaction Agreements to which it is or will be a party, and the consummation of the transactions contemplated by this Agreement hereby and compliance thereby, will not (a) conflict with any of the provisions of this Agreement by Stockholder will notthe -21- Organizational Documents of Seller or the Company, (ib) subject to the matters referred to in the next sentence, conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholderwith, if applicable, (ii) result in any breach, violation a breach of or default (with or without notice or lapse of time, time or both) under, give any contracting party the right to terminate, modify, cancel or give rise to a right of terminationaccelerate or receive any payment, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit provide its consent, under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property, asset or right of Seller, or the properties Company or assets of Stockholderthe Company Subsidiaries, or the Company Business, as applicable, under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable Contract to Stockholder, or its respective properties or assets which such Person is a party or (iiic) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgment, order, decree or Applicable Law applicable to StockholderSeller, or its respective properties the Company or assetsthe Company Subsidiaries, other thanas applicable, except, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaults, rights, losses or Liens thatas (I) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (II) would not reasonably be expected to be materially impair adverse to the ability of Stockholder Seller to consummate the transactions contemplated hereby by this Agreementthe Outside Date and (III) would not reasonably be expected to have a material adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or notice to, any third party or Governmental Entity is required by Stockholder or with respect to Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Agreements by Stockholder Seller or the Company, as applicable, or the consummation by Stockholder Seller or the Company, as applicable, of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such thereby, except for (i) the filing required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) filings with the SEC, (iii) consents, approvals, ordersauthorizations, declarations, filings or authorizations notices in connection with the failure of which Separation and (iv) such other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, have not had and would not reasonably be expected to be made or obtained(A) have, individually or in the aggregate, would not a Material Adverse Effect, (B) be materially impair adverse to the ability of Stockholder Seller to consummate the transactions contemplated hereby by this Agreementthe Outside Date or (III) have a material adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby or thereby will not, (i) conflict with with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws (of National General or the comparable organizational documents) documents of Stockholder, if applicableany of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of National General or any of the properties or assets of Stockholderits Affiliates under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which National General or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with contravene, be prohibited by, or violate require approval or consent under, any Applicable Law, judgment, order, decree injunction or Law award applicable to StockholderNational General or any of its Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such conflictsother consents, breachesapprovals, violationsauthorizations, defaultsdeclarations, rightsfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, losses approvals, authorizations, declarations, filings or Liens thatnotices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, individually or in the aggregate, would not materially impair the ability of Stockholder National General to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, (i) conflict with with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws (of National General or the comparable organizational documents) documents of Stockholder, if applicableany of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon on any property or asset of National General or any of the properties or assets of Stockholderits Affiliates under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which National General or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with contravene, be prohibited by, or violate require approval or consent under, any Applicable Law, judgment, order, decree injunction or Law award applicable to StockholderNational General or any of its Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement by National General or the consummation by National General of any of the transactions contemplated hereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such conflictsother consents, breachesapprovals, violationsauthorizations, defaultsdeclarations, rightsfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, losses approvals, authorizations, declarations, filings or Liens thatnotices that are not required to be set forth pursuant to clauses (i) and (ii) the failure to obtain or make which, individually or in the aggregate, would not materially impair the ability of Stockholder National General to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does not, each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by this Agreement such Buyer Party do not and compliance will not (a) conflict with any of the provisions of this Agreement by Stockholder will notthe Organizational Documents of any Buyer Party, (ib) subject to the matters referred to in the next sentence, conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholderwith, if applicable, (ii) result in any breach, violation a breach of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of Buyer or any of the properties or assets of Stockholderits Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which Buyer or any of its respective properties or assets Subsidiaries is a party or (iiic) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (iib) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregatec) above, would not materially impair the ability of Stockholder Buyer to consummate any of the transactions contemplated by this Agreementhereby. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party is required by Stockholder or with respect to any Buyer Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Buyer Parties or the consummation by Stockholder the Buyer Parties of any of the transactions contemplated thereby, except for the approvals, filings and notices set forth in Section 4.3 of the Buyer Disclosure Schedule and such other consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not, in the aggregate, materially impair the ability of Buyer to consummate any of the transactions contemplated hereby. To the Knowledge of Buyer, except no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) purchase of the Exchange Act Shares or financing or operating the Transferred Companies after the Closing) exists that would render Buyer or its Affiliates, as may be applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder obtained to consummate the transactions contemplated by this Agreementthe Transaction Agreements.

Noncontravention; Consents. The Provided that all consents, approvals, authorizations and other actions described in Section 3.2(c) of the Buyer Disclosure Schedule have been obtained and taken, the execution and delivery of this Agreement the Transaction Documents by Stockholder does each Buyer Party that is a party thereto do not, the performance by it of its obligations thereunder will not, and the consummation of the transactions contemplated thereby by this Agreement and compliance with the provisions of this Agreement by Stockholder such Buyer Party will not, (i) violate or conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicableany Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a material breach of or default (or event which, with or without the giving of notice or lapse of time, time or both, would constitute a default) under, require consent, approval or authorization under, give rise to a right of termination, cancellation acceleration or creation or acceleration of any obligation or right of a third party or loss of a benefit cancelation under, or result in the creation of any Lien upon on any property, right or asset of Buyer or any of the properties or assets of Stockholderits Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholderwhich Buyer or any of its Subsidiaries is a party, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentencenext sentence and except as otherwise set forth in Section 3.2(c) of the Buyer Disclosure Schedule, conflict with or violate any judgment, order, decree Applicable Law or Law Governmental Order applicable to Stockholderany Buyer Party or by which any of them or any of their respective material properties, assets or rights is bound or subject, or its respective properties (iv) result in a material breach or assetsviolation of any of the terms or conditions of, other thanresult in a default under, in the case of clauses (ii) and (iii)or otherwise cause an impairment or revocation of, any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability Permit of Stockholder to consummate the transactions contemplated by this AgreementBuyer and its Affiliates. No material consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party is required by Stockholder or with respect to any Buyer Party in connection with the execution and delivery of this Agreement by Stockholder the Buyer Parties, the performance by them of their obligations under any Transaction Document or the consummation by Stockholder the Buyer Parties of any of the transactions contemplated hereby, except for (i) the filing with required under the SEC of such reports under Section 13(a), 13(d), 15(dHSR Act and (ii) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.2(c) of the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementBuyer Disclosure Schedule.

Noncontravention; Consents. The Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does noteach Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated thereby by this Agreement such Seller Party, do not and compliance will not (a) conflict with any of the provisions of this Agreement by Stockholder will notthe Organizational Documents of any of the Seller Parties or any of the Transferred Companies, (ib) subject to the matters referred to in the next sentence, conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholderwith, if applicable, (ii) result in any breach, violation a breach of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of the properties or assets of StockholderTransferred Companies under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to StockholderContract, or its respective properties or assets or (iiic) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (iib) and (iii)c) above, any such conflicts, breaches, violations, defaults, rights, losses or Liens thatwould, individually or in the aggregate, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party is required by Stockholder or with respect to any Seller Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Seller Parties, or the consummation by Stockholder the Seller Parties of the transactions contemplated herebythereby, except for the filing with the SEC of such reports under approvals, filings and notices set forth in Section 13(a), 13(d), 15(d) or 16(a) 3.5 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby Seller Disclosure Schedule and such other consents, approvals, ordersauthorizations, declarations, filings or authorizations the failure of which to be notices that if not obtained or made or obtainedwould not, individually or in the aggregate, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect.

Noncontravention; Consents. The Neither the execution and delivery of this Agreement by Stockholder does notACP, and nor the consummation by ACP of the transactions contemplated by this Agreement and Agreement, nor performance or compliance by ACP with any of the terms or provisions of this Agreement by Stockholder hereof, will not, (i) conflict with or violate any provision of the certificate or articles of incorporation or incorporation, code of regulations, by-laws (or other comparable charter or organizational documents) documents of Stockholder, if applicable, ACP or (ii) result assuming (A) that the actions described in any breach, violation or default (with or without notice or lapse of time, or bothSection 4.02(a) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderMerger Agreement have been completed, any loan or credit agreement(B) that the authorizations, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings consents and other matters approvals referred to in this Section 3.4 are obtained and (C) that the following sentence, conflict with filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexpired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Companies is a party or accelerate ACP’s or any of the Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (iii)e) the Regulatory Approvals as set forth in Section 3.4 of the Disclosure Schedule, any such conflicts, breaches, violations, defaults, rights, losses no consent or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization approval of, action by or in respect of, or registrationfiling, license, permit or authorization, declaration or filing registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity or any third party is required Entity”), the performance by Stockholder in connection with the execution Company of its obligations hereunder and delivery of this Agreement by Stockholder or the consummation by Stockholder the Company of the transactions contemplated herebyhereunder, except for the filing with the SEC of other than such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such other consents, approvals, ordersfilings, licenses, permits or authorizations the failure of which to be authorizations, declarations or registrations that, if not obtained, made or obtained, individually or in the aggregategiven, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect.

Noncontravention; Consents. The Neither the execution and delivery of this Agreement by Stockholder does notSeller, and nor the consummation by Seller of the transactions contemplated by this Agreement and Agreement, nor performance or compliance by Seller with any of the terms or provisions of this Agreement by Stockholder hereof, will not, (i) conflict with or violate any provision of the certificate or articles of incorporation or incorporation, code of regulations, by-laws (or other comparable charter or organizational documents) documents of Stockholder, if applicable, Seller or (ii) result assuming (A) that the actions described in any breach, violation or default (with or without notice or lapse of time, or bothSection 4.02(a) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderMerger Agreement have been completed, any loan or credit agreement(B) that the authorizations, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings consents and other matters approvals referred to in this Section 3.4 are obtained and (C) that the following sentence, conflict with filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexpired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Seller or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which Seller or any of the Companies is a party or accelerate Seller’s or any of the Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) filings required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, approvals, filings, authorizations, declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust Laws, in each case as set forth in Section 3.4 of the Disclosure Schedule, (e) compliance with any applicable state securities or blue sky laws and (iii)f) the Regulatory Approvals as set forth in Section 3.4 of the Disclosure Schedule, any such conflicts, breaches, violations, defaults, rights, losses no consent or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization approval of, action by or in respect of, or registrationfiling, license, permit or authorization, declaration or filing registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity or any third party is required Entity”), the performance by Stockholder in connection with the execution Company of its obligations hereunder and delivery of this Agreement by Stockholder or the consummation by Stockholder the Company of the transactions contemplated herebyhereunder, except for the filing with the SEC of other than such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such other consents, approvals, ordersfilings, licenses, permits or authorizations the failure of which to be authorizations, declarations or registrations that, if not obtained, made or obtained, individually or in the aggregategiven, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the approval by the New York Stock Exchange of the listing, upon official notice of issuance, of the shares of Parent Common Stock proposed to be issued pursuant to the Merger, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Stockholder does notthe Parent Corporation or the Acquisition Corporation, and nor the consummation by the Parent Corporation or the Acquisition Corporation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien upon any property of the properties Parent Corporation or assets any of Stockholderits Subsidiaries pursuant to (i) the charter or bylaws of the Parent Corporation or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Parent Corporation or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Parent Corporation or any of its Subsidiaries is a party or by which the following sentenceParent Corporation, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Parent Corporation Material Adverse Effect.

Noncontravention; Consents. The Neither the execution and the delivery of this Agreement by Stockholder does notnor any of the Ancillary Documents, and nor the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement by Stockholder thereby, will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or the lapse of time) (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or bothother restriction of any government, governmental agency, or court to which Quepasa is subject or any provision of the charter or bylaws of Quepasa, (ii) violate any applicable rule, regulation or interpretative memorandum of any applicable national securities exchange (including the Nasdaq Stock Market), or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or give rise to a right of termination, cancellation or creation or acceleration of cancel any obligation or right of a third party or under, result in the loss of a benefit under, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Quepasa is a party or by which it is bound or to which any of its assets is subject or result in the creation imposition of any Lien security interest upon any of its assets, except where the properties or assets of Stockholderconflict, any loan or credit agreementbreach, notedefault, bondacceleration, mortgagetermination, indenturemodification, lease or other agreementcancellation, instrumentloss, permit, concession, franchise, license or other authorization applicable failure to Stockholdergive notice, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, security interest would not materially impair have a Material Adverse Effect on Quepasa or on the ability of Stockholder the Parties to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity government, governmental agency, court or any third party national securities exchange (including the Nasdaq Stock Market) is required by Stockholder or with respect to Quepasa in connection with the execution and delivery of this Agreement by Stockholder or any of the Ancillary Documents or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consentsthereby, approvalsincluding the authorization, ordersissuance, or authorizations sale and delivery of the failure of which to be made or obtained, individually or in Preferred Stock and the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementcommon stock issuable upon conversion thereof.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, (i) conflict with with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws (of Buyer or the comparable organizational documents) documents of Stockholder, if applicableany of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of Buyer or any of the properties or assets of Stockholderits Affiliates under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which Buyer or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with contravene, be prohibited by, or violate require approval or consent under, any Applicable Law, judgment, order, decree injunction or Law award applicable to StockholderBuyer or any of its Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above, would materially impair the ability of Buyer to consummate any of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of any of the transactions contemplated hereby, except for (i) if required, the filing of pre-merger notification and report forms under the HSR Act, (ii) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (iii) such conflictsother consents, breachesapprovals, violationsauthorizations, defaultsdeclarations, rightsfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iv) such other consents, losses approvals, authorizations, declarations, filings or Liens thatnotices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, individually or in the aggregate, would not materially impair the ability of Stockholder Buyer to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Neither the execution and delivery of this Agreement or the other Transaction Documents by Stockholder does notACP, and nor the consummation by ACP of the transactions contemplated hereby or thereby, nor performance or compliance by this Agreement and compliance ACP with any of the terms or provisions of this Agreement by Stockholder hereof or thereof, will not, (i) conflict with or violate any provision of the certificate or articles of incorporation or incorporation, code of regulations, by-laws (or other comparable charter or organizational documents) documents of Stockholder, if applicable, ACP or (ii) result assuming (A) that the actions described in any breach, violation or default (with or without notice or lapse of time, or bothSection 4.02(a) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderMerger Agreement have been completed, any loan or credit agreement(B) that the authorizations, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings consents and other matters approvals referred to in this Section 3.3 are obtained and (C) that the following sentence, conflict with filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexpired, in the case of each of clauses (iiA) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP's or any of the Tower Companies', if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state -8- securities or blue sky laws and (iii)e) the Regulatory Approvals as set forth in Section 3.3 of the Disclosure Schedule, any such conflicts, breaches, violations, defaults, rights, losses no consent or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization approval of, action by or in respect of, or registrationfiling, license, permit or authorization, declaration or filing registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a "Governmental Entity or any third party is required Entity"), the performance by Stockholder in connection with the execution and delivery ACP of its obligations pursuant to this Agreement by Stockholder or and the other Transaction Documents and the consummation by Stockholder ACP of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement hereunder and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementthereunder.

Noncontravention; Consents. The Neither the execution and delivery of this Agreement or the other Transaction Documents by Stockholder does notACP, and nor the consummation by ACP of the transactions contemplated hereby or thereby, nor performance or compliance by this Agreement and compliance ACP with any of the terms or provisions of this Agreement by Stockholder hereof or thereof, will not, (i) conflict with or violate any provision of the certificate or articles of incorporation or incorporation, code of regulations, by-laws (or other comparable charter or organizational documents) documents of Stockholder, if applicable, ACP or (ii) result assuming (A) that the actions described in any breach, violation or default (with or without notice or lapse of time, or bothSection 4.02(a) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderMerger Agreement have been completed, any loan or credit agreement(B) that the authorizations, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings consents and other matters approvals referred to in this Section 3.3 are obtained and (C) that the following sentence, conflict with filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexpired, in the case of each of clauses (iiA) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP's or any of the Tower Companies', if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (iii)e) the Regulatory Approvals as set forth in Section 3.3 of the Disclosure Schedule, any such conflicts, breaches, violations, defaults, rights, losses no consent or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization approval of, action by or in respect of, or registrationfiling, license, permit or authorization, declaration or filing registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a "Governmental Entity or any third party is required Entity"), the performance by Stockholder in connection with the execution and delivery ACP of its obligations pursuant to this Agreement by Stockholder or and the other Transaction Documents and the consummation by Stockholder ACP of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement hereunder and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementthereunder.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby or thereby will not, (i) conflict with with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws (of AmTrust or the comparable organizational documents) documents of Stockholder, if applicableany of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of AmTrust or any of the properties or assets of Stockholderits Affiliates under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which AmTrust or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with contravene, be prohibited by, or violate require approval or consent under, any Applicable Law, judgment, order, decree injunction or Law award applicable to StockholderAmTrust or any of its Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above, would materially impair the ability of AmTrust to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to AmTrust or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by AmTrust or the consummation by AmTrust of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such conflictsother consents, breachesapprovals, violationsauthorizations, defaultsdeclarations, rightsfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, losses approvals, authorizations, declarations, filings or Liens thatnotices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, individually or in the aggregate, would not materially impair the ability of Stockholder AmTrust to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and execution, delivery or performance of this Agreement by Stockholder does notParent and Merger Sub, and the consummation of the transactions contemplated hereby by this Agreement Parent and Merger Sub and the compliance by Parent and Merger Sub with the any provisions of this Agreement by Stockholder hereof do not and will not, not (i) conflict with the certificate of incorporation with, or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation a breach or default (with or without notice or lapse of time, or both) under, any of the provisions of the certificate of incorporation, bylaws or give rise to a right other organizational documents of terminationParent or any Subsidiaries of Parent (including Merger Sub), cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under(ii) violate, conflict with or result in the creation breach of any Lien upon any of the properties terms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (with or without notice or lapse of time, or both) a default under, give rise to any requirement to obtain any authorization, consent or approval under, or create any lien, pledge, security interest or other encumbrance on any assets of Stockholderpursuant to, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization contract applicable to Stockholder, Parent or any of its respective properties or assets Subsidiaries including Merger Sub or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any statute, law, regulation or order, judgment, orderinjunction, award or decree or Law applicable to Stockholderof any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, foreign or domestic, with respect to Parent or any of its respective properties or assetsSubsidiaries including Merger Sub, other thanwhich, in the case of clauses (ii) and (iii)) above, any such conflicts, breaches, violations, defaults, rights, losses or Liens thatwould, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect on Parent. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party Entity, is required by Stockholder or with respect to Parent, Merger Sub or any of the Affiliates of Parent in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder each of Parent and Merger Sub or the consummation by Stockholder each of them of any of the transactions contemplated hereby, except for (i) the filing with the SEC of such reports reports, filings and statements under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby hereby, (ii) the filing of the certificate of merger with the office of the Secretary of State of the State of New Jersey, (iii) the filing of premerger notification and report forms under the HSR Act, (iv) compliance with any applicable requirements of the Nasdaq National Market, (v) the approvals, filings and notices required under the Insurance Laws of the jurisdictions set forth in Section 4.3 of the Parent Disclosure Letter, (vi) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 4.3 of the failure of Parent Disclosure Letter and (vii) such other consents, approvals, authorizations, declarations, filings or notices which to be if not obtained or made or obtainedwould not, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect on Parent.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of the Certificate of Merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business and (c) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementlaw, noterule, bond, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany or any of its Subsidiaries is subject, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair the ability of Stockholder reasonably likely to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution have a Company Material Adverse Effect and delivery of this Agreement by Stockholder or the consummation by Stockholder for such matters arising as a result of the transactions contemplated hereby, except for Company not being the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or Surviving Corporation in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementMerger.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by Stockholder does such Investor do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder other Transaction Documents to which it is a party will not, (i) conflict with any of the certificate provisions of incorporation the governing documents of such Investor or by-laws (or comparable organizational documents) the governing documents of Stockholder, if applicableany of its material Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breachviolation or breach of, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any material obligation or right of a third party or to the loss of a material benefit underunder any loan, or result in the creation guarantee of any Lien upon any of the properties or assets of Stockholder, any loan indebtedness or credit agreement, note, bond, mortgage, indenture, lease or other lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon such Investor or other authorization applicable to Stockholderany of its material Subsidiaries, or result in the creation of any Lien on any property or asset of such Investor or any of its respective properties or assets material Subsidiaries or (iii) subject to the governmental filings and other matters referred to in the following next sentence, contravene or conflict with or violate constitute a violation of any judgment, order, decree provision of any Law binding upon or Law applicable to Stockholdersuch Investor or any of its material Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave an Investor Material Adverse Effect on such Investor. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by Stockholder or with respect to such Investor or any of its material Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which it is a party by Stockholder such Investor or the consummation by Stockholder such Investor of the transactions contemplated hereby, except for the filing with the SEC any of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, except for (a) the filing of any required premerger notification and report forms under the HSR Act, (b) any required Financial Services Consents, (c) the filing of any listing applications or supplemental listing applications with the NYSE, (d) the filing of the Articles Supplementary with the State Department of Assessments and Taxation of Maryland, (e) the filing of any registration statements with the SEC as contemplated by the Transaction Documents and (f) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 4.3 of the failure Investor Disclosure Letter of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementsuch Investor.

Noncontravention; Consents. The (a) None of the execution and delivery of this Agreement by Stockholder does notthe Company, and the consummation by the Company of the transactions contemplated Transactions, or the compliance by this Agreement and compliance the Company or any of its subsidiaries (other than any of the Deer Valley Companies) with any of the provisions of this Agreement by Stockholder will not, (i) conflict with or violate (x) the certificate Certificate of incorporation Incorporation or by-laws Amended and Restated Bylaws of the Company or (y) the organizational or comparable organizational documents) governing documents of Stockholder, if applicableany of the Company’s subsidiaries (other than any of the Deer Valley Companies), (ii) assuming the consents, approvals and authorizations specified in Section 3.4(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law applicable to the Company or any of its subsidiaries (other than any of the Deer Valley Companies) or by which any property or asset of the Company or any of its subsidiaries (other than any of the Deer Valley Companies) is bound or affected, or (iii) except as set forth in Section 3.4(a) of the Company Disclosure Letter, result in any breachbreach of, violation or constitute a default (or an event which, with or without notice or lapse of time, or bothboth would become a default) under, or give rise to a any right of termination, amendment, acceleration or cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation of any a Lien upon any of the properties or assets of Stockholderthe Company or any of its subsidiaries (other than any of the Deer Valley Companies) pursuant to, any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other credit agreement, instrumentor any other contract, agreement, lease, license, permit, concession, franchise, license franchise or other authorization applicable instrument or obligation to Stockholder, which the Company or any of its respective properties or assets or subsidiaries (iiiother than any of the Deer Valley Companies) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assetsis bound, other than, in the case of clauses (ii) and (iii), any such conflictsviolation, breachesbreach, violationsdefault, defaultsright, rightstermination, losses amendment, acceleration, cancellation or Liens thatLien that would not have, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementa Company Material Adverse Effect.

Noncontravention; Consents. The Neither the execution and the delivery of this Agreement by Stockholder does notAgreement, and nor the consummation of the transactions contemplated hereby, will (i), assuming the filing of the Certificate of Amendment as contemplated by this Agreement Section 2.3, violate any provision of the charter or bylaws of any of Company and its Subsidiaries or (ii), assuming compliance with the provisions of this Agreement by Stockholder will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Stockholder, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentencenext sentence of this Section 3.3, (A) violate any Laws or Governmental Order to which any of Company and its Subsidiaries is subject or (B) with or without notice, lapse of time or both, conflict with with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or violate any judgment, order, decree or Law applicable to Stockholdercancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which any of Company and its respective properties Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), other thanexcept, in the case of clauses clause (ii) and (iii), any such conflictsviolation, breachesbreach, violationsdefault, defaults, rights, losses acceleration or Liens thatother change that would not, individually or in the aggregate, would not materially impair reasonably be expected to have a Material Adverse Effect on Company. Except for (a) any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the ability Company Disclosure Letter, in each case as required by applicable Laws, (b) the filing of Stockholder the Certificate of Merger with the Secretary of State of Delaware pursuant to consummate the Delaware Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, and (c) any other third party approvals as are reflected in Section 3.3 of the Company Disclosure Letter, including with respect to any Computer Software program and databases (other than commercial, non-exclusive end-user licenses having a total consideration, with respect to each license, of less than $50,000), the execution, delivery and performance by Company of this Agreement and the transactions contemplated by this Agreement. No consenthereby do not require any consents, approvalwaivers, order authorizations or authorization of, action by or in respect approvals of, or registration, declaration or filing filings with, any Governmental Entity or any other third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, Person except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations those that the failure of which to be made make or obtained, individually or in the aggregate, obtain would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect on Company.

Noncontravention; Consents. The execution Except as set forth in Schedule 4.5, the execution, delivery and delivery performance by Company of this Agreement by Stockholder does notAgreement, and the consummation of the transactions contemplated by this Agreement Transactions, do not and compliance with the provisions of this Agreement by Stockholder will not: (a) contravene, (i) conflict with the certificate of incorporation with, or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, a violation or default (with or without notice or lapse of time, or both), of any Law or Order binding upon or applicable to Company, Seller, the Business or Purchased Assets or by which the Company, Seller, the Business, or any of the Purchased Assets may be bound or affected or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company, Seller, Business Employee, or applicable to the Business or Purchased Assets; (b) underviolate, contravene, or conflict with any provision of the Organizational Documents of Company; or (c) contravene, conflict with, result in a violation or breach of any Material Contract (including any Collective Bargaining Agreement, or give rise any Person the right to (i) declare a right of terminationdefault or exercise any remedy under any Material Contract (including any Collective Bargaining Agreement), cancellation (ii) accelerate the maturity or creation or acceleration performance of any obligation Material Contract, (iii) cancel, terminate or right of a third party modify any Material Contract, or loss of a benefit under, (iv) impose or result in the creation imposition of any Lien Encumbrance upon any of the properties or assets of Stockholder, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or Company’s assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementproperties. No consent, approval, order Consents or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is Authorizations are required by Stockholder in connection with the Company’s execution and delivery of this Agreement Agreement, the performance by Stockholder or Company of its obligations hereunder, and the consummation by Stockholder of the transactions contemplated herebyTransactions, except for other than (y) the filing with Consents and Governmental Authorizations set forth in Schedule 4.5, and (z) such Consents and Governmental Authorizations. The approval by the SEC Seller and the Company of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consentsTransactions, approvals, orders, or authorizations the failure each of which has been obtained by the Company, are the only approvals of any Person that are necessary to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by approve this Agreement., the Transactions and to effect the performance of the Transactions hereunder under the laws of the State of Delaware and the Organizational Documents of the Company. Exhibit 2.1

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair the ability of Stockholder reasonably likely to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. The Except as set forth in Section 4.3(a) of the Sellers Disclosure Letter, the execution and delivery by each of the Sellers of this Agreement by Stockholder and the other Transaction Documents to which it is a party does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder other Transaction Documents to which it is a party will not, (i) violate, conflict with any of the certificate of incorporation provisions its articles, bylaws or by-laws (or comparable organizational documents) of Stockholder, if applicable, other constituent documents (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation termination or creation or acceleration of any obligation or right of a third party or loss of a benefit underacceleration, or result in the creation of any Lien upon on any property or asset of the properties or assets of Stockholderany Seller under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholderwhich any Seller is a party, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgment, order, decree or Law applicable to Stockholderany Seller, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Seller Material Adverse Effect. No consent, approval, order waiver or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval, waiver or authorization of any third party party, is required by Stockholder or with respect to any Seller in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder or the other Transaction Documents to which it is a party or the consummation by Stockholder any Seller of the transactions contemplated hereby, hereby or thereby except for (a) the filing with approvals, filings and notices required under the SEC insurance Laws of such reports under the jurisdictions set forth in Section 13(a), 13(d), 15(d) or 16(a4.3(b) of the Exchange Act as may be required in connection with this Agreement Sellers Disclosure Letter, and the transactions contemplated hereby and (b) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 4.3(c) of the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementSellers Disclosure Letter.

Noncontravention; Consents. The Except as disclosed in Section 4.1(d) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does not, each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by this Agreement such Buyer Party do not and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicableany Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breacha breach or violation of, violation or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of the properties Buyer Parent, Buyer or assets any Subsidiary of StockholderBuyer under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or instrument to which Buyer Parent, Buyer or any other authorization applicable to Stockholder, or its respective properties or assets Subsidiary of Buyer Parent is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder Buyer to consummate any of the transactions contemplated by this Agreementhereby. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party is required by Stockholder or with respect to any Buyer Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Buyer Parties or the consummation by Stockholder the Buyer Parties of any of the transactions contemplated thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.1(d) of the Buyer Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.1(d) of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not, in the aggregate, materially impair the ability of Buyer Parent to consummate any of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution (a) None of the execution, delivery and delivery performance of this Agreement by Stockholder does notSeller, the execution, delivery and performance by Seller and its Affiliates of the Ancillary Agreements or the Module Purchase Orders to which it is or will be a party, or the consummation of the Transactions or the transactions contemplated by this Agreement and compliance with the provisions of this Agreement Ancillary Agreements or the Module Purchase Orders by Stockholder will notSeller, does or will, (i) violate, conflict with or result in the certificate breach of incorporation the Organizational Documents of Seller or by-laws (or comparable organizational documents) of Stockholder, if applicable, any Acquired Company; (ii) subject to making or obtaining, as applicable, the Consents and Filings referenced in Section 3.4(b) and Section 4.3(b), violate, conflict with or result in the breach of any applicable Law or Order applicable to Seller or any of its Affiliates, FS Development Platform or any of the Acquired Companies; or (iii) (A) other than Third-Party Consents, require any consent, approval, exemption, waiver, authorization or other material action (each, a “Consent”) under, or any notice or filing (each, a “Filing”) to or with, any Person that is not a Governmental Authority; or (B) violate, result in any breachbreach of or, violation or default (with or without notice or lapse of time, time or both) under, constitute a default or give rise to a any right of termination, cancellation or creation cancellation, suspension, revocation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation of a Lien on any Lien upon asset, property, or business of Seller or any of the properties or assets of StockholderAcquired Company under, any loan or credit agreementContract, note, bond, mortgage, indenture, lease Permit or other agreementinstrument or arrangement of Seller or any Acquired Company, instrumentor which will be a Contract, permit, concession, franchise, license Permit or other authorization applicable to Stockholder, instrument or its respective properties or assets or (iii) subject arrangement of any Acquired Company after giving effect to the governmental filings and other matters referred to in the following sentenceReorganization, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexcept, in the case of the foregoing clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses as have not been or Liens thatwould not, individually or in the aggregate, would not materially impair reasonably be expected to be material to the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement FS Development Platform and the transactions contemplated hereby and such consentsAcquired Companies, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementtaken as a whole.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the “blue sky” laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of MMI Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the “HSR Act”), (d) customary filings pursuant to the competition laws of the jurisdictions set forth in the MMI Disclosure Letter (the “Non-US Competition Laws”), (e) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended, 50 U.S.C. App. 2170 (the “Exon-Fxxxxx Provisions”), and (f) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Stockholder does notMMI, and nor the consummation by MMI of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a “Lien”) upon any property of MMI or any of its Subsidiaries pursuant to (i) the properties or assets of Stockholdercharter, any loan or credit agreement, note, bond, mortgage, indenture, lease bylaws or other agreementsimilar governance documents of MMI or any of its Subsidiaries, instrument(ii) any constitutional provision, law, rule, regulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which MMI or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to the governmental filings and other matters referred to in the following sentencewhich MMI or any of its Subsidiaries is a party or by which MMI, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, have not had and would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a MMI Material Adverse Effect.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of the Certificate of Merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (d) any filings required under the rules and regulations of the New York Stock Exchange and (e) to the extent set forth in the Company Disclosure Letter, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair the ability of Stockholder reasonably likely to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair the ability of Stockholder reasonably likely to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. The execution execution, delivery and delivery performance of this Agreement by Stockholder does notthe Company, and the consummation of the transactions contemplated hereby and the compliance by this Agreement and compliance the Company with any of the provisions of this Agreement by Stockholder hereof do not and will not, not (i) conflict with the certificate of incorporation with, or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation a breach or default (with or without notice or lapse of time, or both) under, any of the provisions of the certificate of incorporation or give rise to a right bylaws of termination, cancellation the Company or creation or acceleration the comparable documents of any obligation or right Subsidiary of a third party or loss of a benefit underthe Company, (ii) violate, conflict with or result in the creation breach of any Lien upon any of the properties terms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (with or without notice or lapse of time, or both) a default under, give rise to any requirement to obtain any authorization, consent or approval under, or create any lien, pledge, security interest or other encumbrance on any assets of Stockholderpursuant to, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization contract applicable to Stockholder, the Company or any of its respective properties or assets Subsidiaries or (iii) subject violate any statute, law, regulation or order, judgment, injunction, award or decree of any federal, state, local or foreign government, court, administrative, regulatory or other governmental agency, commission, or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal ("Governmental Entity") against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, foreign or domestic, with respect to the governmental filings and other matters referred to in the following sentenceCompany or any of its Subsidiaries, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that) of this Section 3.7 would, individually or in the aggregate, would not materially impair have a Material Adverse Effect on the ability of Stockholder to consummate the transactions contemplated by this AgreementCompany. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party Entity, is required by Stockholder or with respect to the Company or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder or Agreement, the consummation by Stockholder of the transactions contemplated hereby, hereby or the compliance by the Company with any of the provisions hereof except for (i) the filing with the SEC of a proxy statement relating to the approval of this Agreement and the transactions contemplated hereby by the Company's shareholders and such reports reports, filings and statements under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as may be required in connection with this Agreement and the transactions contemplated hereby hereby, (ii) the filing of the certificate of merger with the office of the Secretary of State of the State of New Jersey, (iii) the filing of premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (xx) xompliance with any applicable requirements of the Nasdaq National Market, (v) the approvals, filings and notices required under the applicable insurance statutes and laws, rules, regulations, directives, orders or decrees of the Governmental Entity charged with supervision of insurance companies of such jurisdiction and court decisions relating to the foregoing (the "Insurance Laws") of the jurisdictions set forth in Section 3.7 of the Company Disclosure Letter, (vi) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.7 of the failure of Company Disclosure Letter and (vii) such other consents, approvals, authorizations, declarations, filings or notices which to be if not obtained or made or obtainedwould not, individually or in the aggregate, would not materially impair have a Material Adverse Effect on the ability of Stockholder to consummate the transactions contemplated by this AgreementCompany.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by Stockholder does such Investor do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder other Transaction Documents to which it is a party will not, (i) conflict with any of the certificate provisions of incorporation the governing documents of such Investor or by-laws (or comparable organizational documents) the governing documents of Stockholder, if applicableany of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation termination or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon on any property or asset of such Investor or any of the properties or assets of Stockholderits Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which such Investor or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgment, order, decree or Law applicable to Stockholdersuch Investor or any of its Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave an Investor Material Adverse Effect on such Investor. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by Stockholder or with respect to such Investor or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which it is a party by Stockholder such Investor or the consummation by Stockholder such Investor of the transactions contemplated hereby, except for the filing with the SEC any of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, except for (a) the filing of premerger notification and report forms under the HSR Act and such other merger filings as are considered necessary by Investors and SRGL, based on information relating to Investors, which filings are set forth in Section 4.3 of the Investor Disclosure Letter of such Investor, (b) the approvals, filings and notices required under the insurance Laws of the jurisdictions set forth in Section 4.3 of the Investor Disclosure Letter of such Investor, and (c) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 4.3 of the failure Investor Disclosure Letter of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementsuch Investor.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of the Company Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act of 1976, as amended (the "HSR Act"), (x) xxxxxxx xxxxxgs and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the charter or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of the Certificate of Merger under the Delaware Act and (c) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement by Stockholder does notthe Parent or the Purchaser, and nor the consummation by the Parent or the Purchaser of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation of or imposition or any Lien upon any property of the properties Parent or assets the Purchaser, or result in the breach of Stockholder(i) the certificate of incorporation or bylaws of the Parent or the Purchaser, (ii) any loan or credit agreementlaw, noterule, bond, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholderwhich the Parent, the Purchaser, any of the Parent's Subsidiaries or its any of their respective properties is bound or assets is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Parent, the following sentencePurchaser or any of the Parent's Subsidiaries is a party or by which the Parent, conflict with the Purchaser or violate any judgmentof the Parent's Subsidiaries is subject, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair reasonably likely to have a Parent Material Adverse Effect. The Parent has received all requisite approvals from the ability of Stockholder to consummate Federal Trade Commission and the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and all requisite waiting periods thereunder have expired, in each case with respect to the Offer, the Merger and the other transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Except as disclosed in Section ‎4.4 of the Buyer Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does not, each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated hereby and thereby by this Agreement such Buyer Party do not and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicableany Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breacha breach or violation of, violation or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of any Buyer Party or any of the properties or assets of Stockholdertheir Affiliates under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which any Buyer Party or its respective properties or assets any of their Affiliates is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder any Buyer Party to consummate any of the transactions contemplated hereby or by this Agreementany of the other Transaction Agreements. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party Approval is required by Stockholder or with respect to any Buyer Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Buyer Parties or the consummation by Stockholder the Buyer Parties of any of the transactions contemplated herebythereby, except for (i) the filing with the SEC of such reports under consents, approvals, authorizations, declarations, filings or notices set forth in Section 13(a), 13(d), 15(d) or 16(a) ‎4.4 of the Exchange Act as may be required Buyer Disclosure Schedule and (ii) such other Governmental Approvals that if not obtained or made would not, in connection with this Agreement and the aggregate, materially impair the ability of the Buyer Parties to consummate any of the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementthereby.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder such Investor does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, (i) conflict with any of the certificate provisions of incorporation the governing documents of such Investor or by-laws (or comparable organizational documents) the governing documents of Stockholder, if applicableany of its material Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breachviolation or breach of, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any material obligation or right of a third party or to the loss of a material benefit underunder any loan, or result in the creation guarantee of any Lien upon any of the properties or assets of Stockholder, any loan indebtedness or credit agreement, note, bond, mortgage, indenture, lease or other lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon such Investor or other authorization applicable to Stockholderany of its material Subsidiaries, or result in the creation of any Lien on any property or asset of such Investor or any of its respective properties or assets material Subsidiaries or (iii) subject to the governmental filings and other matters referred to in the following next sentence, contravene or conflict with or violate constitute a violation of any judgment, order, decree provision of any Law binding upon or Law applicable to Stockholdersuch Investor or any of its material Subsidiaries, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii) of this Section 5(c), any would have an Investor Material Adverse Effect on such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementInvestor. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by Stockholder or with respect to such Investor or any of its material Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder such Investor or the consummation by Stockholder such Investor of any of the transactions contemplated hereby, except for (A) the filing with of any required premerger notification and report forms under the SEC of HSR Act, (B) any required Financial Services Consents and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 4.3 of the failure Investor Disclosure Letter of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementsuch Investor.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act of 1976, as amended (the "HSR Act"), and any oxxxx xxxxxx xxxxxred pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of the Certificate of Merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (d) any filings required under the rules and regulations of the New York Stock Exchange and (e) to the extent set forth in the Company Disclosure Letter, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair the ability of Stockholder reasonably likely to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the provisions of the certificate of incorporation or by-laws of the Buyer (or the comparable organizational documents) of Stockholder, if applicabledocument), (ii) subject to obtaining the approvals as set forth in Section 3.2(c) of the Disclosure Schedule, conflict with, result in any breach, violation a breach or default (with under any law or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration order of any obligation or right of Governmental Entity to which the Buyer is a third party or loss of a benefit under, or result in the creation of any Lien upon by which any of the its properties or assets of Stockholderare bound or affected, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses clause (ii), would materially impair the ability of Buyer to consummate any of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, except for (A) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 3.2(c) of the Disclosure Schedule, (B) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.2(c) of the Disclosure Schedule, and (iii)C) such other consents, any such conflictsapprovals, breachesauthorizations, violationsdeclarations, defaultsfilings or notices the failure of which to be obtained or made, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder Buyer to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution execution, delivery and delivery performance by the Seller of this Agreement by Stockholder does not, and the consummation of the transactions contemplated by this Agreement Ancillary Agreements to which it is a party do not and compliance with the provisions of this Agreement by Stockholder will notnot conflict with, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breachviolation of, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or to loss of a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Stockholderthe Seller or any Seller Subsidiary under (i) the charter and bylaws, as amended, of the Seller or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Seller Subsidiary (PROVIDED, HOWEVER, that the Seller makes no representation or warranty regarding the necessity of any Joint Venture Consents), (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchisecontract, franchise or license or other authorization applicable to Stockholder, the Seller or its any Seller Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law Laws applicable to Stockholderthe Seller or any Seller Subsidiary, or its their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or Liens that, Encumbrances that either individually or in the aggregate, aggregate would not materially impair (x) have a Seller Material Adverse Effect or (y) prevent the ability consummation of Stockholder to consummate the transactions contemplated by this Agreement. No To the Knowledge of the Seller, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party Authority is required by Stockholder or with respect to the Seller or any Seller Subsidiary in connection with the execution and delivery of this Agreement by Stockholder the Seller or the consummation by Stockholder the Seller of the transactions contemplated herebyby this Agreement, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act filings as may be required in connection with this Agreement the payment of any Transfer and Gains Taxes, filings required under the transactions contemplated hereby Exchange Act, and such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in SCHEDULE 3.05, or authorizations which, if not obtained or made, would not prevent or delay in any material respect the failure consummation of which to be made any of the transactions contemplated by this Agreement or obtainedotherwise prevent the Seller from performing its obligations under this Agreement or the Ancillary Agreements in any material respect or have, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementa Seller Material Adverse Effect.

Noncontravention; Consents. The Except as disclosed in Section 4.2(c) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does not, each Reinsurer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by this Agreement such Reinsurer Party do not and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicablesuch Reinsurer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breacha breach or violation of, violation or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of Reinsurer Parent or any of the properties or assets of Stockholderits Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which Reinsurer Parent or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder Reinsurer Parent to consummate any of the transactions contemplated by this Agreementhereby. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party is required by Stockholder or with respect to any Reinsurer Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Reinsurer Parties or the consummation by Stockholder the Reinsurer Parties of any of the transactions contemplated thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.2(c) of the Buyer Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.2(c) of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not, in the aggregate, materially impair the ability of Reinsurer Parent to consummate any of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder Shareholder does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder Shareholder will not, (i) conflict with the certificate Amended and Restated Certificate of incorporation Incorporation or byFirst Restatement of By-laws (or comparable organizational documents) of Stockholder, if applicableShareholder, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderShareholder under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, Shareholder or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any law applicable to Shareholder or its properties or assets or any judgment, order, order or decree or Law applicable to Stockholder, which Shareholder or its respective properties or assetsassets have been specifically identified as subject, other than, in the case of clauses (ii) and (iii), any such breaches, conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder Shareholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder Shareholder in connection with the execution and delivery of this Agreement by Stockholder Shareholder or the consummation by Stockholder Shareholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, authorizations, actions, registrations, declarations or authorizations filings the failure of which to be made or obtainedobtained (as applicable), individually or in the aggregate, would not materially impair the ability of Stockholder Shareholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does notSeller do not and, except as disclosed in Section 3.5 of the Disclosure Schedule, the performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement and compliance with will not (i) (x) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of this Agreement by Stockholder will not, (i) conflict with the certificate of incorporation or by-laws (of each of the Companies or the comparable organizational documents) documents of Stockholder, if applicableany of the Subsidiaries or of Seller, (iiy) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require any approval, consent or other action under, give rise to a right of termination, amendment, acceleration or cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon on any property or asset of the Companies or any of the properties Subsidiaries under any Contract to which the Companies or assets any of Stockholder, any loan the Subsidiaries (1) is a party or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholderotherwise bound, or its respective properties (2) will be a party to or assets otherwise will be bound immediately following the consummation of the Business Re-Alignment Transactions or (iiiz) subject to the governmental filings and other matters referred to in the following next sentence, conflict with contravene, be prohibited by, or violate require approval or consent under, any judgment, order, decree Applicable Law or Law Governmental Order applicable to StockholderSeller, the Companies or its respective properties or assetsany of the Subsidiaries, other thanwhich, in the case of clauses (iiy) and (iii)z) above, any such conflictswould have or reasonably be expected to have a Company Material Adverse Effect, breaches, violations, defaults, rights, losses or Liens that, individually or (ii) result in the aggregatecreation or imposition of any Lien, would not materially impair with or without the ability giving of Stockholder to consummate notice or lapse of time or both, upon the transactions contemplated by this AgreementShares. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party Entity, is required by Stockholder or with respect to Seller, the Companies or any of the Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder Seller or the consummation by Stockholder Seller, the Companies or any of the Subsidiaries of the transactions contemplated hereby, except for (i) the filing with the SEC of such reports under Section 13(a), 13(d), 15(drequirement(s) or 16(a) of the Exchange Act as may be required in connection with this Agreement and applicable to the transactions contemplated hereby by this Agreement under competition, antitrust or similar Laws of Canada, (ii) the approvals, filings and notices required under the Insurance Laws of the jurisdictions set forth in Section 3.5 of the Disclosure Schedule, (iii) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.5 of the Disclosure Schedule and (iv) such other consents, approvals, authorizations, declarations, filings or notices, the failure of which to be obtained or made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder have or reasonably be expected to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does not, each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by this Agreement such Buyer Party do not and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicableany Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property or asset of Buyer or any of the properties or assets of Stockholderits Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which Buyer or any of its respective properties or assets Subsidiaries is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder Buyer to consummate any of the transactions contemplated by this Agreementhereby. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or notice to, any third party or other Governmental Entity is required by Stockholder or with respect to any Buyer Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Buyer Parties or the consummation by Stockholder the Buyer Parties of any of the transactions contemplated herebythereby. To the Knowledge of Buyer, except no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) purchase of the Exchange Act Shares or financing or operating the Company from and after the Closing) exists as may be of the date hereof that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder obtained to consummate the transactions contemplated by this Agreementthe Transaction Agreements.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) filings pursuant to the Antitrust Laws, (c) the filing of the Certificate of Merger pursuant to the Delaware Act, and (d) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement by Stockholder does notthe Parent or the Merger Subsidiary, and nor the consummation by the Parent or the Merger Subsidiary of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will not, (i) violate or conflict with any provision of the certificate of incorporation or by-laws (bylaws of the Parent or comparable organizational documents) of Stockholder, if applicablethe Merger Subsidiary, (ii) result in violate or conflict with any breachorder, violation writ, judgment, injunction, decree, law, statute, rule, order or default (with regulation applicable to the Parent or without notice the Merger Subsidiary or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the their properties or assets of Stockholderassets, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject require Parent or any of its Subsidiaries to the governmental filings and other matters referred to in the following sentencemake any filing or registration with, conflict with or violate any judgment, order, decree or Law applicable to Stockholdernotification to, or its respective properties obtain the authorization, consent or assetsapproval of, other thanany Governmental Entity, except in the case of clauses (ii) and (iii)) for such violations or filings, any such conflictsregistrations, breachesnotifications, violationsauthorizations, defaults, rights, losses consents or Liens thatapprovals the failure of which to obtain would not, individually or in the aggregate, would not materially impair affect the ability of Stockholder the Parent or the Merger Subsidiary to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution Merger and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports to perform its respective obligations under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by Stockholder does noteach Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated hereby and thereby by this Agreement such Seller Party, do not and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicableany of the Seller Parties, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, time or both) under, give any contracting party the right to terminate, cancel, accelerate or give rise to a right of termination, cancellation or creation or acceleration of receive any obligation or right of a third party or loss of a benefit additional payment under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property, asset or right of the properties or assets of StockholderCompany under, any loan contract or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets commitment that is binding on the Company or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above, any such conflicts, breaches, violations, defaults, rights, losses or Liens thatwould, individually or in the aggregate, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or notice to, any third party or Governmental Entity is required by Stockholder or with respect to any Seller Party in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder the Seller Parties, or the consummation by Stockholder the Seller Parties of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such thereby, except for the consents, approvals, ordersauthorizations, or authorizations declarations, filings and notices set forth in Section 3.5 of the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementSeller Disclosure Schedule.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does not, and the Seller Closing Documents and consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder Seller Closing Documents will not, (i) conflict with any of the certificate provisions of the articles of incorporation or by-laws code of regulations of Seller, the Company or any other party thereto (or comparable organizational documents) of Stockholderother than Buyer, if applicable), (ii) result subject to obtaining the approvals as set forth in any breachSection 3.1(e) of the Disclosure Schedule, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit underconflict with, or result in the creation a breach or default under, any law, Permit or order of any Lien upon Governmental Entity to which the Seller, the Company or any other party thereto (other than Buyer, if applicable) is a party or by which any of the properties or assets of Stockholder, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its their respective properties or assets are bound or (iii) subject to the governmental filings and other matters referred to in the following sentenceaffected, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses clause (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair have a material adverse effect on the ability of Stockholder Seller to consummate effectuate the transactions contemplated by this Agreementhereunder or a Company Material Adverse Effect. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, any or notice to, a Governmental Entity or any third party Entity, is required (i) by Stockholder or with respect to Seller in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for or (ii) by or with respect to Seller, the filing Company or any other party (other than Buyer, if applicable) in connection with the SEC execution and delivery of such reports under Section 13(athe Seller Closing Documents or the consummation of the transactions contemplated thereby, except, with respect to both clauses (i) and (ii), 13(d)for (A) the approvals, 15(d) or 16(afilings and notices required under the insurance laws of the jurisdictions set forth in Section 3.1(e) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and Disclosure Schedule, (B) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.1(e) of the Disclosure Schedule, and (C) such other consents, approvals, authorizations, declarations, filings or notices the failure of which to be obtained or made or obtained, individually or in the aggregate, would not materially impair have a material adverse effect on the ability of Stockholder Seller to effectuate the transactions hereunder or a Company Material Adverse Effect. Seller has no reason to believe that it and its Affiliates (including the Company) will not be able to obtain as promptly as practicable all necessary approvals, authorizations and consents of Governmental Entities required to be obtained to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Except for such filings as may be required under the HSR Act or as disclosed in Section 3.6 of the Seller Disclosure Schedule, the execution and delivery by Seller of this Agreement by Stockholder does notthe Transaction Agreements to which it is or will be a party, and the consummation and performance of the transactions contemplated thereby by this Agreement Seller, do not and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the Organizational Documents of Stockholder, if applicableSeller, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit termination under, or result in the creation of any Lien upon (other than a Permitted Lien) on any property, asset or right of the properties Companies or assets the business of Stockholderthe Companies under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets contract or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgmentApplicable Law, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses clause (ii) and (iii)above, any such conflicts, breaches, violations, defaults, rights, losses will have or Liens thatwould, individually or in the aggregate, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party is required by Stockholder or with respect to Seller in connection with the execution and delivery of this Agreement the Transaction Agreements by Stockholder Seller, or the consummation and performance by Stockholder Seller of the transactions contemplated herebythereby, except for the filing with the SEC of (i) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act filings as may be required in connection with this Agreement and under the transactions contemplated hereby and HSR Act, (ii) such consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.6 of the failure of which to be made Seller Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or obtainednotices that are not, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementmaterial.

Noncontravention; Consents. The execution and delivery by the each of the ING Companies of this Agreement by Stockholder does and the other Transaction Documents to which it is a party do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder other Transaction Documents to which it is a party will not, (i) conflict with any of the certificate provisions of incorporation or by-laws (or comparable organizational documents) the governing documents of Stockholder, if applicable, either of the ING Companies (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation termination or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon on any property or asset of any of the properties or assets of StockholderING Companies under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, or its respective properties or assets which any of the ING Companies is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgment, order, decree or Law applicable to Stockholderany of the ING Companies, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave an ING Companies Material Adverse Effect. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by Stockholder or with respect to any of the ING Companies in connection with the execution execution, delivery and delivery performance by any of the ING Companies of this Agreement by Stockholder and the other Transaction Documents to which it is a party or the consummation by Stockholder any of the transactions contemplated hereby, except for the filing with the SEC ING Companies of such reports under Section 13(a), 13(d), 15(d) or 16(a) any of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, except for (a) the approvals, filings and notices required under the insurance Laws of the jurisdictions set forth in Section 6.3 of the ING Companies Disclosure Letter and (c) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 6.3 of the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementING Companies Disclosure Letter.

Noncontravention; Consents. The execution and delivery by Purchaser of this Agreement by Stockholder does notand the Ancillary Agreements to which it is a party, and (subject to the entry of the Confirmation Order or Sale Approval Order, as applicable) the consummation by Purchaser of the transactions contemplated hereby and thereby, do not (A) violate any Law to which Purchaser or its assets is subject; (B) conflict with or result in a breach of any provision of the Organizational Documents of Purchaser; or (C) create a breach, default, termination, cancellation or acceleration of any obligation of Purchaser under any Contract to which Purchaser is a party or by which Purchaser or any of its assets or properties is bound or subject, except for any of the foregoing in the cases of clauses (A) and (C), that would not reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby or thereby or to perform any of its obligations under this Agreement or any Ancillary Agreement to which it is a party (a “Purchaser Material Adverse Effect”). No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required by Purchaser for the consummation by Purchaser of the transactions contemplated by this Agreement and or the Ancillary Agreements to which it is a party or the compliance by Purchaser with any of the provisions hereof or thereof, except for (A) compliance with the provisions applicable requirements of this Agreement by Stockholder will notany Antitrust Laws and (B) such consent, (i) conflict with the certificate of incorporation waiver, approval, Order, Permit, qualification or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or lapse of timeauthorization of, or both) underdeclaration or filing with, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Stockholdernotification to, any loan Governmental Authority, the failure of which to be received or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens thatmade would not, individually or in the aggregate, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Purchaser Material Adverse Effect.

Noncontravention; Consents. The execution and delivery by Buyer of this Agreement do not and, except as disclosed in Section 4.3 of the Disclosure Schedule, the performance by Stockholder does not, Buyer of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, not (i) conflict with with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicableBuyer, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require any approval, consent or other action under, give rise to a right of termination, amendment, acceleration or cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon on any property or asset of the properties Buyer under any Contract to which Buyer is a party or assets of Stockholderotherwise bound, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with contravene, be prohibited by, or violate require approval or consent under, any judgment, order, decree Applicable Law or Law Governmental Order applicable to StockholderBuyer, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above, would materially impair the ability of Buyer to consummate any of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation by Buyer of any of the transactions contemplated hereby, except for (i) the filing requirement(s) applicable to the transactions contemplated by this Agreement under competition, antitrust or similar Laws of Canada, (ii) the approvals, filings and notices required under the Insurance Laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (iii) such conflictsother consents, breachesapprovals, violationsauthorizations, defaultsdeclarations, rightsfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iv) such other consents, losses approvals, authorizations, declarations, filings or Liens thatnotices the failure to obtain or make which, individually or in the aggregate, would not materially impair the ability of Stockholder Buyer to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Except as set forth in Section 3.3(a) of the Sellers Disclosure Letter, the execution and delivery by each of the Sellers of this Agreement by Stockholder and the other Transaction Documents to which it is a party does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder other Transaction Documents to which it is a party will not, (i) violate, conflict with any of the certificate of incorporation provisions its articles, bylaws or by-laws (or comparable organizational documents) of Stockholder, if applicable, other constituent documents (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation termination or creation or acceleration of any obligation or right of a third party or loss of a benefit underacceleration, or result in the creation of any Lien upon on any property or asset of the properties or assets of Stockholderany Seller under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholderwhich any Seller is a party, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgment, order, decree or Law applicable to Stockholderany Seller, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Seller Material Adverse Effect. No consent, approval, order waiver or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity federal, state or local court, administrative agency or commission or other governmental or regulatory authority or agency, political subdivision, instrumentality or any securities exchange, in any jurisdiction (a “Governmental Entity”), and no consent, approval, waiver or authorization of any third party party, is required by Stockholder or with respect to any Seller in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder or the other Transaction Documents to which it is a party or the consummation by Stockholder any Seller of the transactions contemplated hereby, hereby or thereby except for (a) the filing with approvals, filings and notices required under the SEC insurance Laws of such reports under the jurisdictions set forth in Section 13(a), 13(d), 15(d) or 16(a3.3(b) of the Exchange Act as may be required in connection with this Agreement Sellers Disclosure Letter, and the transactions contemplated hereby and (b) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.3(c) of the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementSellers Disclosure Letter.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder the Company does not, and the Rights Offering and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement by Stockholder thereby will not, (i) violate any material provision of law and will not conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit underwith, or result in the creation a breach of any Lien upon any of the terms of, or constitute a default under, the Articles of Incorporation, the bylaws of the Company or any material agreement, instrument or other restriction to which the Company is a party or by which the Company or any of its properties or assets of Stockholderis bound. No consent, approval or authorization of, or declaration, registration or filing with, any loan person, entity or credit agreementgovernmental authority on the part of the Company is required for the valid execution, notedelivery and performance of this Agreement or the valid consummation of the Rights Offering or of the transactions contemplated hereby and thereby, bondexcept for (A) the filing with the Secretary of State of the State of Nevada of an amendment to the Articles of Incorporation to increase the Company’s authorized capital by fifteen million (15,000,000) shares of Common Stock, mortgage(B) the filing of all necessary amendments to the registration statement on Form S-3, indenturefiled with the Securities & Exchange Commission (the “SEC”) on July 3, lease 2007 (including all amendments and exhibits related thereto, the “Registration Statement”), including all prospectuses related thereto and (C) such consents, approvals, authorizations, declarations, registrations or other agreement, instrument, permit, concession, franchise, license or other authorization applicable filings (y) as may be required under the Nasdaq National Market (“Nasdaq”) rules and regulation in order to Stockholder, or its respective properties or assets consummate the Rights Offering or (iiiz) subject to as may be required under state securities or blue sky laws in connection with the governmental filings and other matters referred to in purchase of Shares by any of the following sentencePurchasers, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich filings, in the case of clauses (iiA) and through (iii)C) above, any such conflicts, breaches, violations, defaults, rights, losses have been or Liens that, individually or will be filed in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementa timely manner.

Noncontravention; Consents. The Neither the execution and delivery of this Agreement or the other Transaction Documents by Stockholder does notACP, and nor the consummation by ACP of the transactions contemplated hereby or thereby, nor performance or compliance by this Agreement and compliance ACP with any of the terms or provisions of this Agreement by Stockholder hereof or thereof, will not, (i) conflict with or violate any provision of the certificate or articles of incorporation or incorporation, code of regulations, by-laws (or other comparable charter or organizational documents) documents of Stockholder, if applicable, ACP or (ii) result assuming (A) that the actions described in any breach, violation or default (with or without notice or lapse of time, or bothSection 4.02(a) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of StockholderMerger Agreement have been completed, any loan or credit agreement(B) that the authorizations, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings consents and other matters approvals referred to in this Section 3.3 are obtained and (C) that the following sentence, conflict with filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexpired, in the case of each of clauses (iiA) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP’s or any of the Tower Companies’, if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (iii)e) the Regulatory Approvals as set forth in Section 3.3 of the Disclosure Schedule, any such conflicts, breaches, violations, defaults, rights, losses no consent or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization approval of, action by or in respect of, or registrationfiling, license, permit or authorization, declaration or filing registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity or any third party is required Entity”), the performance by Stockholder in connection with the execution and delivery ACP of its obligations pursuant to this Agreement by Stockholder or and the other Transaction Documents and the consummation by Stockholder ACP of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement hereunder and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementthereunder.

Noncontravention; Consents. The (a) Except for (i) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the “blue sky” laws and regulations of various states, (ii) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the listing of the Sxxx ADSs, (iii) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (iv) customary filings pursuant to the Non-US Competition Laws, (v) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with CFIUS under the Exon-Fxxxxx Provisions and (vi) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Stockholder does notSxxx, and nor the consummation by Sxxx of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien upon any property of Sxxx or any of its Subsidiaries pursuant to (A) the properties or assets of Stockholder, any loan or credit agreement, note, bond, mortgage, indenture, lease constitution or other agreementorganizational documents of Sxxx or any of its Subsidiaries, instrument(B) any law, rule, regulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholderwhich Sxxx or any of its Subsidiaries is subject or (C) any agreement or commitment to which Sxxx or any of its Subsidiaries is a party or by which Sxxx, any of its Subsidiaries or its any of their respective properties is bound or assets or (iii) subject to the governmental filings and other matters referred to in the following sentencesubject, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexcept, in the case of clauses (iiB) and (iii)C) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, have not had and would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Sxxx Material Adverse Effect.

Noncontravention; Consents. The execution (a) Except as set forth on Schedule 3.04(a), neither the execution, delivery and delivery performance of this Agreement by Stockholder does notthe Company or the Sellers, and nor the consummation by the Company of the transactions contemplated by in this Agreement and compliance with the provisions of this Agreement by Stockholder Agreement, will not, (i) violate or conflict with with, or constitute a default under, any provision of the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicablethe Company, (ii) result in violate any breachprovision of, violation or default constitute (or with or without notice or lapse of time, time or bothboth would constitute) a default under, or give rise to a right of termination, cancellation accelerate or creation or permit the acceleration of the performance required by, any agreement, lease, contract, note, mortgage, indenture, instrument, arrangement or other obligation to which the Company or right of any Company Subsidiary is a third party or loss by which any of a benefit their respective assets or properties are bound or subject (collectively, the "Contracts"), (iii) entitle any party to cancel or terminate, or result in any change in the rights or obligations of any party under, or require a consent or waiver by any party to, any Contract, (iv) result in the creation of a lien, pledge, security interest, voting trust arrangement, charge, option, restriction, claim, or other encumbrance on the equity securities, ownership interests or on the assets of the Company or any Lien upon Company Subsidiary, (v) violate any law, statute, rule, regulation, ordinance, requirement, administrative ruling, order, judgment, injunction, award, decree or process of any Governmental Entity (collectively, "Laws") by which or to which any of the Company's or any Company Subsidiary's assets or properties are bound or assets subject, or (vi) result in the loss or impairment of Stockholderany approval, any loan or credit agreementauthorization, notecomment, bond, mortgage, indenture, lease or other agreement, instrument, permit, concessionlicense, franchise, license order or other authorization applicable to Stockholderpermit of or by, or its respective properties filing with a Person of or assets benefiting the Company or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, Company Subsidiary; except in the case of clauses (ii) ), (iv), (v), and (iii)vi) of this section, any for such conflicts, breaches, violations, defaults, rightsaccelerations, losses or Liens thatimpairments as, individually or in the aggregatewhen taken together with all other such violations, defaults, accelerations, losses and impairments, would not materially impair reasonably be expected to have a Material Adverse Effect on the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementCompany.

Noncontravention; Consents. The Except as set forth in Section 3.5 of the SRGL Disclosure Letter, the execution and delivery of this Agreement and the other Transaction Documents by Stockholder does SRGL do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions other Transaction Documents including, without limitation, the issuance of this Agreement by Stockholder the Convertible Shares or the issuance of Ordinary Shares upon conversion of the Convertible Shares will not, (i) conflict with any of the certificate provisions of incorporation the Memorandum of Association and Articles of Association of SRGL or by-laws (or the comparable organizational documents) documents of Stockholder, if applicableany of its Subsidiaries or any of the Special Purpose Vehicles, (ii) subject to the matters referred to in the next sentence, conflict with, result in any breach, violation a breach of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation termination or creation or acceleration of any obligation or right of a third party or loss of a benefit underacceleration, or result in the creation of any Lien upon on any property or asset of SRGL or any of the properties or assets of Stockholderits Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable instrument to Stockholder, which SRGL or any of its respective properties Subsidiaries or assets any Special Purpose Vehicle is a party or (iii) subject to the governmental filings and other matters referred to in the following next sentence, conflict with or violate contravene any judgment, order, decree or Law applicable to StockholderSRGL or any of its Subsidiaries or any Special Purpose Vehicle, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate) above, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave an SRGL Material Adverse Effect. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity court, administrative agency or commission or other governmental or regulatory authority or agency, political subdivision, instrumentality or any securities exchange, in any jurisdiction (a "Governmental Entity"), and no consent, approval or authorization of any third party party, is required by Stockholder or with respect to SRGL or any of its Subsidiaries or any Special Purpose Vehicle in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder or the other Transaction Documents or the consummation by Stockholder SRGL of the transactions contemplated herebyhereby or thereby, including, without limitation, the issuance of the Convertible Shares or the issuance of Ordinary Shares upon conversion of the Convertible Shares except for (a) the filing with of premerger notification and report forms under the SEC Hart-Scott-Rodino Antitrust Improvements Act of such reports under Section 13(a1976, as amendex (xxx "XXX Xxx"), 13(d)and such other merger filings as are considered necessary by Investors and SRGL, 15(dbased on information relating to Investors, (b) or 16(a) the approvals, filings and notices required under the insurance Laws of the Exchange Act as may be required jurisdictions set forth in connection with this Agreement Section 3.5 of the SRGL Disclosure Letter, and the transactions contemplated hereby and (c) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.5 of the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this AgreementSRGL Disclosure Letter.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act, (b) certain filings and approvals necessary to comply with the requirements of the Nasdaq Global Select Market with respect to the delisting of the Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the “HSR Act”), and (d) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Stockholder does notHDI, and nor the consummation by HDI of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, require that any notice be given to or by-laws (consent or comparable organizational documents) of Stockholderapproval be obtained from any governmental authority or any other person or entity pursuant to, if applicable, (ii) result in any breach, violation constitute or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other adverse claim (a “Lien”) upon any property of HDI or any of its Subsidiaries pursuant to (i) the properties charter or assets bylaws of StockholderHDI or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which HDI or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to the governmental filings and other matters referred to in the following sentencewhich HDI or any of its Subsidiaries is a party or by which HDI, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, have not had and would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a HDI Material Adverse Effect.

Noncontravention; Consents. The execution Except for (a) filings and delivery approvals necessary to comply with the applicable requirements of this Agreement the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") and the "blue sky" laws and regulations of various states, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx"), xnd any other applicable competition, merger control, antitrust or similar laws or regulations set forth in the Company Disclosure Letter (collectively with the HSR Act, the "Antitrust Laws"), (c) approval of the Merger by Stockholder does notthe Company's Stockholders and the filing of the Certificate of Merger pursuant to the Delaware Act, and any similar certificates or filings to be made pursuant to the consummation corporation laws of other jurisdictions in which the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, (i) conflict with the certificate of incorporation Company or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Stockholderits Subsidiaries is qualified to do business, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, in the case of clauses (ii) and (iii)d) any filings required under the rules and regulations of The Nasdaq Stock Market, any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with neither the execution and delivery of this Agreement by Stockholder or the Company, nor the consummation by Stockholder the Company of the transactions contemplated hereby, except for will (i) violate or conflict with any provision of the filing certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) result in a violation or breach of, be in conflict with, or constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the SEC terms, conditions or provisions of such reports under any Company Material Agreement (as defined in Section 13(a3.10), 13(d(iii) violate any order, writ, judgment, injunction, decree, law, statute, rule, order or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, (iv) require any filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign (each a "Governmental Entity") or (v) result in the creation or imposition of any Lien on any of the property or assets of the Company or any of its Subsidiaries; except in the case of clauses (ii), 15(d(iii) (iv) and (v) for such violations, breaches or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, ordersdefaults that, or authorizations filings, registrations, notifications, authorizations, consents or approvals the failure of which to be made or obtainedobtain would not, individually or in the aggregate, would not materially impair the ability of Stockholder reasonably be expected to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of the Certificate of Merger under the Delaware Act and (c) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement by Stockholder does notthe Parent or the Purchaser, and nor the consummation by the Parent or the Purchaser of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation of or imposition or any Lien upon any property of the properties Parent or assets the Purchaser, or result in the breach of Stockholder(i) the certificate of incorporation or bylaws of the Parent or the Purchaser, (ii) any loan or credit agreementlaw, noterule, bond, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholderwhich the Parent, the Purchaser, any of the Parent's Subsidiaries or its any of their respective properties is bound or assets is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Parent, the following sentencePurchaser or any of the Parent's Subsidiaries is a party or by which the Parent, conflict with the Purchaser or violate any judgmentof the Parent's Subsidiaries is subject, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would are not materially impair reasonably likely to have a Parent Material Adverse Effect. The Parent has received all requisite approvals from the ability of Stockholder to consummate Federal Trade Commission and the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex, xxx xxx xxxxisite waiting periods thereunder have expired, in each case with respect to the Offer, the Merger and the other transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution execution, delivery and delivery performance of this Agreement by Stockholder does notthe Company, and the consummation of the transactions contemplated hereby and the compliance by this Agreement and compliance the Company with any of the provisions of this Agreement by Stockholder hereof do not and will not, not (i) conflict with the certificate of incorporation with, or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation a breach or default (with or without notice or lapse of time, or both) under, any of the provisions of the certificate of incorporation or give rise to a right bylaws of termination, cancellation the Company or creation or acceleration the comparable documents of any obligation or right Subsidiary of a third party or loss of a benefit underthe Company, (ii) violate, conflict with or result in the creation breach of any Lien upon any of the properties terms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (with or without notice or lapse of time, or both) a default under, give rise to any requirement to obtain any authorization, consent or approval under, or create any lien, pledge, security interest or other encumbrance on any assets of Stockholderpursuant to, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization contract applicable to Stockholder, the Company or any of its respective properties or assets Subsidiaries or (iii) subject violate any statute, law, regulation or order, judgment, injunction, award or decree of any federal, state, local or foreign government, court, administrative, regulatory or other governmental agency, commission, or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal ("Governmental Entity") against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, foreign or domestic, with respect to the governmental filings and other matters referred to in the following sentenceCompany or any of its Subsidiaries, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that) of this Section 3.7 would, individually or in the aggregate, would not materially impair have a Material Adverse Effect on the ability of Stockholder to consummate the transactions contemplated by this AgreementCompany. No consent, approval, order approval or authorization of, action by or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity or any third party Entity, is required by Stockholder or with respect to the Company or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by Stockholder or Agreement, the consummation by Stockholder of the transactions contemplated hereby, hereby or the compliance by the Company with any of the provisions hereof except for (i) the filing with the SEC of a proxy statement relating to the approval of this Agreement and the transactions contemplated hereby by the Company's shareholders and such reports reports, filings and statements under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as may be required in connection with this Agreement and the transactions contemplated hereby hereby, (ii) the filing of the certificate of merger with the office of the Secretary of State of the State of New Jersey, (iii) the filing of premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (xx) compliance with any applicable requirements of the Nasdaq National Market, (v) the approvals, filings and notices required under the applicable insurance statutes and laws, rules, regulations, directives, orders or decrees of the Governmental Entity charged with supervision of insurance companies of such jurisdiction and court decisions relating to the foregoing (the "Insurance Laws") of the jurisdictions set forth in Section 3.7 of the Company Disclosure Letter, (vi) such other consents, approvals, ordersauthorizations, declarations, filings or authorizations notices as are set forth in Section 3.7 of the failure of Company Disclosure Letter and (vii) such other consents, approvals, authorizations, declarations, filings or notices which to be if not obtained or made or obtainedwould not, individually or in the aggregate, would not materially impair have a Material Adverse Effect on the ability of Stockholder to consummate the transactions contemplated by this AgreementCompany.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of the Company Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended (the "HSR Act"), (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by Stockholder does notthe Company, and nor the consummation by the Company of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder hereby, will notconstitute a violation of, (i) be in conflict with the certificate of incorporation with, constitute or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default create (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or creation cancellation, amendment or acceleration of any obligation or right of a third party or loss of a benefit underwith respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the properties Company or assets any of Stockholderits Subsidiaries pursuant to (i) the charter or bylaws of the Company or any of its Subsidiaries, (ii) any loan or credit agreementconstitutional provision, notelaw, bondrule, mortgage, indenture, lease or other agreement, instrumentregulation, permit, concessionorder, franchisewrit, license injunction, judgment or other authorization applicable decree to Stockholder, which the Company or any of its respective properties or assets Subsidiaries is subject or (iii) subject any agreement or commitment to which the governmental filings and other matters referred to in Company or any of its Subsidiaries is a party or by which the following sentenceCompany, conflict with any of its Subsidiaries or violate any judgment, order, decree or Law applicable to Stockholder, or its of their respective properties is bound or assetssubject, other thanexcept, in the case of clauses (ii) and (iii)) above, any for such conflicts, breaches, violations, defaults, rights, losses or Liens thatmatters which, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by Stockholder in connection with the execution and delivery of this Agreement by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.