Common use of Noncontravention Clause in Contracts

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt Except as set forth in Section 4.03 of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaSchedules, neither the execution and delivery of this Agreement by the Company, nor the execution and delivery of any Transaction Document by the Company or any its Subsidiaries, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will: nor compliance by the Company or any of its Subsidiaries with any of the terms or provisions hereof or thereof, will (ai) conflict with or violate any provision of the Organizational Documents of the Company Charter or any of the Bylaws; Company’s Subsidiaries or (ii) (a) assuming that the authorizations, consents and approvals referred to in Section 4.04 are obtained and the filings referred to in Section 4.04 are made, violate or conflict with any Law, Order or Permit applicable to the Company or any of the Company’s Subsidiaries, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or notice, lapse of time or both) , conflict with, violate or constitute a breach or default under, change the economic terms of, or require the consent of, or notice to, any Person under any of the terms, conditions or provisions of any Material Contract or Permit or accelerate or give rise to a right of termination, cancellation or acceleration of any of the Company’s or, if applicable, the Company’s Subsidiaries’, obligations under any such Material Contract or Permit, the release of the Company’s or any of its Subsidiaries’ source code from escrow or the loss of any benefit under a Material Contract, or (c) result in the acceleration ofcreation of any Lien (other than any Permitted Lien) on any properties, create in any party the right to accelerate, terminate, modify rights or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 assets of the Company Disclosure Letteror any of the Company’s Subsidiaries, except except, in the case of clause (ii)(a), for any conflictsuch violations, breachdefaults, defaultaccelerations, accelerationrights, right to acceleratelosses and Liens as would not, terminationindividually or in the aggregate, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on be material to the Company; (d) result in the imposition of any Security Interest upon any assets business of the Company; or (e) violate any orderCompany and its Subsidiaries, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have taken as a Material Adverse Effect on the Companywhole.

Noncontravention. Subject to receipt Except as set forth on Section 2.4 of the Company Stockholder ApprovalDisclosure Schedule, subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws and Xxxx-Xxxxx-Xxxxxx Act, the filing of the Articles Certificate of Merger as required by the Commonwealth Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of Virginia, neither the execution and delivery by the Company of this Agreement Agreement, the performance by the Company, nor Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company Charter or the Bylaws; charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason except where the failure to do so has not, since the execution and delivery of the Target’s or the Merger Sub’s participation in the transactions contemplated herebythis Agreement, (ii) those required to be made by the Target or the Merger Sub, had and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have reasonably be expected to result in a Company Material Adverse Effect on the Company; Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations or loss of any right or benefit under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of or instrument to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, except for other than any conflictsuch conflicts, breachbreaches, defaultdefaults, accelerationaccelerations of obligations, right losses of rights or benefits, rights to acceleratemodify, terminationterminate or cancel, modificationnotices, cancellationconsents or waivers that, noticeindividually or in the aggregate, consent or waiver that have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to have be, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Company; whole, (d) result in the imposition of any Security Interest upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their respective properties or assets, assets other than any such conflictsviolations that have not, violationssince the execution and delivery of this Agreement, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which had and would not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder ApprovalThe execution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws performance by Ardagh, AMPSA and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery MergeCo of this Agreement by and each of the CompanyRelated Agreements to which Ardagh, nor AMPSA or MergeCo is party, and the consummation by the Company of the transactions contemplated herebyTransactions by Ardagh, will: AMPSA or MergeCo, do not and will not (a) violate, conflict with or result in the breach of any provision of the Organizational Documents of Ardagh, AMPSA and MergeCo; (b) assuming that all applicable Regulatory Approvals have been obtained, contravene, conflict with or violate any provision of Law or Governmental Order applicable to the Company Charter or the Bylaws; (b) require on the part of the Company any filing withAMP Business, or to Ardagh, AMPSA or MergeCo or any permit, authorization, consent of their respective properties or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Companyassets; (c) violate, conflict with, result in a any breach of, constitute a default (or an event which, with or without due the giving of notice or lapse of time time, or both, would become a default) a default under, or result in the acceleration of, create in loss of any party the right to accelerate, terminate, modify or cancelbenefit under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on, require any noticeconsent, consent approval or waiver under, or give to others any contract listed in Section 3.4 rights of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modificationamendment, cancellationacceleration or cancellation of, noticeany AMP Material Contract or Permit, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Companyany Ardagh Existing Indebtedness; or (d) otherwise result in the imposition creation of any Security Interest Encumbrance (other than a Permitted Encumbrance) upon any of the material properties or assets of the Company; or AMP Business, except in the case of clauses (eb), (c) violate and (d) for any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflictsbreaches, violations, defaults, breachesrights or Encumbrances as would not, cancellations individually or accelerations referred in the aggregate, be material to in clauses (a) through (e) (inclusive) hereof which would not have the AMP Business or the AMP Entities, taken as a Material Adverse Effect on the Companywhole.

Noncontravention. Subject to receipt Except as set forth on Section 4(d) of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and delivery of this Agreement by or any of the Company, Ancillary Agreements to which the Company is or will be a party nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will: will (ai) conflict with violate any Law, Order, or other restriction of any Governmental Entity to which the Company or any of its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets is subject; (ii) violate any provision of the Company Charter or the Bylaws; (b) require on the part Governing Documents of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and its Subsidiaries; (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, violate, result in a breach or infringement of, constitute a default (with or without due notice or lapse of time time, or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, amend or cancel, or require any notice, consent or waiver under, notice under any contract listed in Section 3.4 of Contract to which the Company Disclosure Letteror any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which the Company’ or any of its Subsidiaries’ assets is subject or (iv) result in the imposition of any Lien upon any of its or its Subsidiaries’ assets, except for any except, in the case of clauses (i), (iii) and (iv), where the violation, conflict, breach, infringement, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver Lien would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Section 4(d) of the Disclosure Schedule, none of the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other Person in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated by this Agreement or such Ancillary Agreement, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Act, (B) those authorizations, consents and approvals that may be required solely by reason of Buyer being the buyer of the Shares, and (C) those authorizations, consents and approvals (including compliance with and filings and notices under applicable Environmental Health and Safety Requirements) that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result be material, individually or in the imposition aggregate, to the Company and its Subsidiaries (taken as a whole) or prevent or materially delay performance by the Company of its obligations under this Agreement or any Security Interest upon any assets of the Company; Ancillary Agreements to which the Company is or (e) violate any order, writ, injunction, decree, statute, rule will be a party or regulation applicable to the Company, any consummation of its properties the transactions contemplated hereby or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companythereby.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2), will: will (ai) conflict with violate any Law to which either Seller and/or any of its Subsidiaries or any of their respective property is subject, (ii) violate any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws or any other similar governing or organizational documents of the Company Seller and/or any filing withof its Subsidiaries, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filingsubject to obtaining the Approval Order, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, notice or consent or waiver under, any contract listed (other than notices and consents specified in Section 3.4 3.3 of the Company Disclosure LetterSchedule) under any Contractual Obligation to which either of the Sellers or any of their Subsidiaries is subject or by which any of them is bound or to which any of the Acquired Assets is subject, including any Contractual Obligations that are not Acquired Contracts or Acquired Leases, (or result in the imposition of any Lien upon any of the Acquired Assets), except for any conflictsuch conflicts, breachbreaches, defaultdefaults, acceleration, right accelerations or such rights to accelerate, terminationterminate, modificationmodify or cancel, cancellation, notice, or any failure to observe any such notice or consent or waiver that requirements which has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Effect. Other than in connection or in compliance with the Company; (d) result in the imposition of any Security Interest upon any assets provisions of the Company; Procedure Order and the Approval Order, or (e) violate as set forth in Section 3.3 of the Disclosure Schedule, neither Seller nor any orderof their Subsidiaries needs to give any notice to, writmake any filing with, injunctionor obtain any authorization, decreeconsent, statute, rule waiver or regulation applicable to the Companyapproval of, any of its properties government or assets, other than governmental agency in order for such conflicts, violations, defaults, breaches, cancellations or accelerations Persons to consummate the transactions contemplated by this Agreement (including the assignments and assumptions referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanySection 2).

Noncontravention. Subject Except as set forth on Schedule 3.03 and except where such event would not reasonably be expected to receipt of be material to the Acquired Company Stockholder ApprovalEntities, compliance with taken as a whole, or materially impair their ability to consummate the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaTransactions, neither the execution and delivery by such Acquired Company of this Agreement by the CompanyTransaction Documents, nor the consummation by the Company of the transactions contemplated herebyTransactions, will: (a) conflict violates or conflicts with or violate any provision provisions of the governing documents of such Acquired Company Charter or the Bylaws; any of its Subsidiaries, (b) require on except for the part applicable requirements of the HSR Act, violates or conflicts with any Law or order to which such Acquired Company or any filing withof its Subsidiaries is subject or by which such Acquired Company or any of its Subsidiaries or any of their assets or properties is bound, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict withviolates, result conflicts with or results in a breach of any provision of, constitute constitutes a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default under, result results in the acceleration of, create creates in any party Person the right to accelerate, terminate, modify or cancel, or require requires any notice, consent or waiver notice under, or results in the imposition or creation of a Lien, other than a Permitted Lien, upon or with respect to any equity interests or assets of such Acquired Company or its Subsidiaries under, any contract listed Material Contract or Permit. Except (x) as set forth on Schedule 3.03, (y) for such filings as may be required under the HSR Act, or (z) for the failure to obtain any such consent, approval, license, permit, order, authorization, or registration, declaration or filing described in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that this sentence which would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable be material to the CompanyAcquired Company Entities taken as a whole or materially impair the Acquired Company Entities’ ability to consummate the Transactions, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by or on behalf of such Acquired Company or any of its properties Subsidiaries in connection with the execution, delivery and performance of the Transaction Documents or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyconsummation of the Transactions.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement by the Company, MLP Entities nor the consummation by the Company MLP Entities of the transactions contemplated herebyTransactions, will: nor compliance by the MLP Entities with any of the terms or provisions of this Agreement, will (a) conflict with or violate any provision of the Company MLP Charter Documents or any of the Bylaws; comparable organizational documents of the other MLP Group Entities, (b) require on assuming that the part of Consents referred to in Section 3.5 and the Company any filing withMLP Unitholder Consent are obtained and the filings referred to in Section 3.5 are made, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely violate, in any material respect, any Law or Order applicable to the MLP Group Entities or by reason which they or any of the Target’s their respective properties or the Merger Sub’s participation in the transactions contemplated herebyassets may be bound or affected, (ii) those required to be made by the Target violate or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, in any material respect, or result in a breach ofthe loss of any material benefit under, constitute a material default (or an event which, with or without due notice or lapse of time time, or both, would constitute a default) a default under, result in the acceleration termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any material Lien upon any of the respective properties or assets of, create in the MLP Group Entities under any Permit (including any Environmental Permit) to which any of the MLP Group Entities is a party the right to accelerateor by which they or any of their respective properties or assets may be bound or affected, terminate, modify (iii) violate or cancelconflict with, or require result in the loss of any notice, consent or waiver benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any contract listed in Section 3.4 Lien upon any of the Company Disclosure Letterrespective properties or assets of, the MLP Group Entities under any Contract to which any of the MLP Group Entities is a party or by which they or any of their respective properties or assets may be bound or affected, except for any conflict, such breach, default, acceleration, right to accelerateviolation, termination, modification, cancellation, noticecreation, consent acceleration, loss or waiver that default that, individually or in the aggregate, would not reasonably be expected to have a an MLP Material Adverse Effect on the Company; or (div) result in the imposition exercisability of any Security Interest upon right to purchase or acquire any assets material asset of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyMLP Group Entities.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Exchange Act and the filing of the Articles of Merger as required by the Commonwealth of VirginiaNevada Law, neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company or the Merger Sub of the transactions contemplated herebyhereby or thereby, will: (a) conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Company Charter or the BylawsMerger Sub; (b) require on the part of the Company or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) those required solely by reason of the Target’s or the Merger SubCompany’s participation in the transactions contemplated hereby, hereby or (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which which, if not made or obtained obtained, would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company Disclosure Letteror the Merger Sub is a party or by which either is bound or to which any of their assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyCompany or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the CompanyCompany or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or the Merger Sub or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have a Material Adverse Effect on the CompanyCompany or the Merger Sub.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither (a) Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the Merger and the other transactions contemplated hereby, will: (a) conflict , with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Company Charter certificate of incorporation or the Bylaws; by-laws (bor comparable organization documents, as applicable) require on the part of Xxxx-Xxxxx or any of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyXxxx-Xxxxx Subsidiaries, (ii) those required give rise to be made by the Target any appraisal or the Merger Subother dissenters rights of any Xxxx-Xxxxx Stockholder, and (iii) assuming compliance with the filing and notice requirements set forth in Sections 4.5(b)(i) through (vi) and receipt of applicable approvals thereunder, violate any filing, permit, authorization, consent Law applicable to Xxxx-Xxxxx or approval which if not made or obtained would not have a Material Adverse Effect any of the Xxxx-Xxxxx Subsidiaries on the Company; (c) conflict date hereof or require any filing or registration with, or the giving of any notice to, any Governmental Entity by Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in any party accelerate the right to accelerate, terminate, modify or cancelperformance required by, or require otherwise violate any notice, consent Xxxx-Xxxxx Material Contract or waiver under, Permit held by Xxxx-Xxxxx or any contract listed in Section 3.4 of the Company Disclosure LetterXxxx-Xxxxx Subsidiaries or (v) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or assets of Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, except for in the case of clauses (iv) and (v) to the extent that any conflictsuch violation or requirement that, breachindividually or in the aggregate, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that has not had and would not reasonably be expected to have have, a Xxxx-Xxxxx Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect. .

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with Except for the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any applicable state and foreign securities laws and the filing laws, none of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation or any Ancillary Agreement by the Company or consummation of the transactions contemplated hereby, will: hereby or thereby will (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents of the Company Charter or the Bylawsany of its Subsidiaries; (b) require on the part of the Company or any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any Governmental Entitydomestic (federal or state), foreign or supranational court, administrative agency or commission or other than governmental or regulatory body, agency, authority or tribunal (ia "GOVERNMENTAL ENTITY") those required solely by reason to operate the business of the Target’s Company and its Subsidiaries following the Closing, except where the failure to make such filing or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, obtain such permit, authorization, consent or approval which if not made or obtained would not individually or in the aggregate have a Material Adverse Effect on the Company; (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which the Company Disclosure Letteror any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective assets is subject or any judgment, except for any conflictorder (whether temporary, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent preliminary or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderpermanent), writ, injunction, decree, statute, rule rule, regulation, notice, law or regulation ordinance (collectively, "LAW") applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, breachesaccelerations, cancellations terminations, modifications, cancellations, notices, consents or accelerations referred to in clauses (a) through (e) (inclusive) hereof which waivers as would not individually or in the aggregate have a Material Adverse Effect on the Company; or (d) result in the imposition of any Lien upon any material assets of the Company or any of its Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such assets.

Noncontravention. Subject to receipt of Assuming that the Company Stockholder ApprovalGovernmental Requirements, compliance with the applicable requirements of the Securities Act and any applicable state securities laws Third Party Consents and the filing of License Consents will be satisfied, made or obtained and will remain in full force and effect and the Articles of Merger as required by the Commonwealth of Virginiaconditions set forth in Article XI hereof will be satisfied, neither the execution and execution, delivery of this Agreement by the Company, nor the consummation or performance by the Company of this Agreement or any of the transactions other Transaction Documents to which the Company is a party nor the consummation of the Transactions contemplated hereby, hereby or thereby will: (a) conflict with or violate result in any provision breach of the Fundamental Documents of the Company Charter or the Bylaws; Fundamental Documents of Sea Coast, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, suspension, modification or acceleration of any obligation under, or result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancelcreation of a Lien (other than Permitted Liens) under, or otherwise require any notice, the consent or waiver of, or notice to, any other party under, any contract listed in Section 3.4 of the Company Disclosure LetterMaterial Contract, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (ec) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, Sea Coast or any of its their respective properties or assets, other than such conflictsexcept in the case of clause (b) or (c), for violations, breaches, defaults, breachesrights or Liens (other than Permitted Liens) which (i) purport to become effective upon the occurrence of the Bankruptcy Case, cancellations or accelerations referred to (ii) individually or in clauses (a) through (e) (inclusive) hereof which the aggregate, would not have (x) materially adversely affect the ability of the Company to perform its obligations under this Agreement or any of the other Transaction Documents to which it is a Material Adverse Effect on party or (y) materially impair the Company's ability to conduct its business after the Closing substantially as it was conducted immediately prior to the Closing.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court to which either the Purchaser or its Subsidiaries is subject or any provision of the Company Charter charter or bylaws of either the Bylaws; (b) require on the part of the Company any filing with, Purchaser or any permit, authorization, consent its Subsidiaries or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, other arrangement to which either the Purchaser or its Subsidiaries is a party or by which it is bound or to which any contract listed in Section 3.4 of the Company Disclosure Letterits assets is subject, except for any in the case of clause (ii) where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent cancellation or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect material adverse effect on the Companybusiness, financial condition or results of operations of the Purchaser and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, Nasxxx, xxx Xxxxxxxxes Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in Section 4(d) of the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt To the Knowledge of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaBuyer, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which either the Buyer or the Subsidiary is subject or any provision of the Company Charter charter or bylaws of either the Buyer or the Bylaws; (b) require on the part of the Company any filing with, Subsidiary or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which either the Buyer or the Subsidiary is a party or by which it is bound or to which any contract listed in Section 3.4 of the Company Disclosure Letterits assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. To the Knowledge of any director or officer of the Buyer, and other than in connection with the provisions of the Hart-Xxxxx-Xxxxxx Xxx, the Arizona General Corporation Law, the Securities Exchange Act, the Securities Act, the Trust Indenture Act, and the state securities laws, neither the Buyer nor the Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), such consents, approvals, orders, authorizations, registrations, declarations and any filings as may be required under applicable federal and state securities laws laws, including, if so desired by Engage, approval and a hearing under Sections 25121 and 25142 of the California Corporations Code, and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDGCL, neither the execution and delivery by the Company of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company Charter or the Bylaws; charter, By-laws or other organizational document of any Subsidiary (as defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") or other party, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract listed in Section 3.4 of the Company Disclosure Letteror instrument, except for any where such conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent default and the like have not had or waiver that would could not reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder ApprovalThe execution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery performance of this Agreement by and each Ancillary Agreement to which the Company, nor the consummation Company or Merger Sub is (or is specified to be) a party by the Company or Merger Sub and the consummation of the transactions contemplated hereby, will: Transactions do not and will not (a) contravene, conflict with with, or violate any provision of, or result in the breach of any Applicable Law, (b) contravene, conflict with, or violate any provision of, or result in the breach of the Governing Documents of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, Merger Sub or any permitof their respective Subsidiaries, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.03, conflict with, violate or result in a breach ofof any term, constitute condition or provision of any Significant Contract, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without due notice, or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of, any Significant Contract, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or Merger Sub or any of their respective Subsidiaries, or constitute an event which, with or without notice or lapse of time or both) a default under, would result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflictsuch violation, breach, defaulttermination or creation of a Lien or result in a violation or revocation of any required license, accelerationPermit or approval from any Governmental Authority or other Person, right except, in each case of clauses (a), (c) and (d) above, (i) with respect to accelerateMerger Sub, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Company; ability of Merger Sub to enter into and perform this Agreement and the Ancillary Agreements, (dii) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable with respect to the Company, to the extent that the occurrence of any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which the foregoing would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole.

Noncontravention. Subject to receipt (i) The execution and delivery of this ---------------- Agreement does not, (ii) the execution and delivery of the Company Stockholder ApprovalRelated Agreements to which Purchaser or Purchaser Sub is a party does not, and (iii) the consummation of the Transaction and compliance with the applicable requirements provisions of this Agreement and the Related Agreements to which Purchaser or Purchaser Sub is a party will not, conflict with, or result in any violation of, default or breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Restriction upon any of the Securities Act and properties or assets of Purchaser or any applicable state securities laws and of its Subsidiaries under (any such conflict, violation, default, breach, right of termination, cancellation or acceleration, loss or creation, a "Purchaser Violation"), (w) the filing organizational documents of ------------------- Purchaser or the organizational documents of any of its Subsidiaries, (x) any material Contract to which Purchaser or any of its Subsidiaries is a party or by which any of their properties or assets are bound or affected, where any such Purchaser Violation would, either individually or in the aggregate, (1) prevent or materially delay consummation of the Articles Transaction, (2) otherwise prevent or materially delay Purchaser or any of Merger its Subsidiaries from performing their material obligations under such Contracts or the Transaction Agreements to which any of them is a party or (3) have, either individually or in the aggregate, a Purchaser Material Adverse Effect, (y) any judgment, order or decree of any Governmental Entity applicable to Purchaser, its Subsidiaries or their properties or assets or (z) any statute, law, ordinance, rule or regulation applicable to Purchaser, its Subsidiaries or their properties or assets where such Purchaser Violation under any such statute, law, ordinance, rule or regulation of any Governmental Entity would, individually or in the aggregate, prevent or materially delay Purchaser or any of its Subsidiaries from performing their material obligations under this Agreement or any Related Agreements to which they are parties or have an effect upon Purchaser which would constitute a Purchaser Material Adverse Effect. Assuming the accuracy of the last two sentences of Section 4.4, except as set forth on Schedule 5.7, no Governmental Consents and Filings are required by the Commonwealth of Virginia, neither or with respect to Purchaser or Purchaser Sub in connection with the execution and delivery of this Agreement by or the Company, nor Related Agreements to which it is a party or the consummation by the Company of the transactions contemplated hereby, will: Transaction other than where (ax) conflict with or violate the failure to obtain any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, such authorization, consent or approval ofor (y) the failure to make any such filing, any Governmental Entitywould not, other than (i) those required solely by reason individually or in the aggregate, have a Purchaser Material Adverse Effect. Without limiting the foregoing, neither the issuance of the Target’s or Shares by Purchaser to SPCV and TGSC nor the Merger Sub’s participation in acquisition of the transactions contemplated hereby, (ii) those required to be made Purchased Interests by Purchaser from SPCV and TGSC will require any filing by the Target or the Merger Sub, and "ultimate parent entity" (iiias such term is defined in 16 C.F.R. (S) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c801.1(a)(3)) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable Purchaser pursuant to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on HSR Act and the Companyrules and regulations thereunder.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Hart-Xxxxx-Xxxxxx Xxx"), the filing of the Articles Certificate of Merger as required by the Commonwealth Delaware General Corporation Law, and the filing of Virginia, requisite forms relating to the transfer of certain intellectual property rights of the Company (as contemplated by this Agreement) neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyby this Agreement (and, will: for clauses (b) and (d) of this Section 2.4, other than Spin-off Transaction), will (a) conflict with or violate any provision of the Company Charter charter or By-laws of the Bylaws; Company, (b) require on the part of the Company or any corporation with respect to which the Company, directly or indirectly, has the power to vote or direct the voting of sufficient securities to elect a majority of the directors (a "Subsidiary") any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have a Material Adverse Effect material adverse effect on the Company; assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiaries relating to the Modem Business, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (c) ), except as set forth in Section 2.4 to the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets is subject, except for other than any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company; assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiaries, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (d) result in the imposition of any Security Interest upon any assets of the Company; Company or any Subsidiary relating to the Modem Business or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.any

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws and the filing of the Articles of Merger Filings as required by the Commonwealth of VirginiaCalifornia General Corporation Law, neither the execution and delivery by the Company of this Agreement by the CompanyAgreement, nor the consummation by the Company of the Merger, the Final Merger or the other transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Articles of Incorporation or By-laws of the Company Charter or the Bylaws; charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of or instrument to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modificationmodification or cancellation which, cancellationindividually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their respective properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither (a) Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the Merger and the other transactions contemplated hereby, will: (a) conflict , with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Company Charter certificate of incorporation or the Bylaws; by-laws (bor comparable organization documents, as applicable) require on the part of Xxxx-Xxxxx or any of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyXxxx-Xxxxx Subsidiaries, (ii) those required give rise to be made by the Target any appraisal or the Merger Subother dissenters rights of any Xxxx-Xxxxx Stockholder, and (iii) assuming compliance with the filing and notice requirements set forth in Sections 4.5(b)(i) through (vi) and receipt of applicable approvals thereunder, violate any filing, permit, authorization, consent Law applicable to Xxxx-Xxxxx or approval which if not made or obtained would not have a Material Adverse Effect any of the Xxxx-Xxxxx Subsidiaries on the Company; (c) conflict date hereof or require any filing or registration with, or the giving of any notice to, any Governmental Entity by Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in any party accelerate the right to accelerate, terminate, modify or cancelperformance required by, or require otherwise violate any notice, consent Xxxx-Xxxxx Material Contract or waiver under, Permit held by Xxxx-Xxxxx or any contract listed in Section 3.4 of the Company Disclosure LetterXxxx-Xxxxx Subsidiaries or (v) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or assets of Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, except for in the case of clauses (iv) Table of Contents and (v) to the extent that any conflictsuch violation or requirement that, breachindividually or in the aggregate, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that has not had and would not reasonably be expected to have have, a Xxxx-Xxxxx Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt Except as disclosed in § 4(f) of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Letter, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any Government Entity to which Company or any of its Subsidiaries is subject or any provision of the charter or by-laws of Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent of its Subsidiaries or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, other arrangement to which Company or any contract listed in Section 3.4 of the Company Disclosure Letterits Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except for any in the case of clause (ii) where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent cancellation or waiver that failure to give notice would not reasonably be expected to have a Company Material Adverse Effect on the Company; (dor except as set forth in § 4(f) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderCompany Disclosure Letter. Other than as required under the provisions of the Hxxx-Xxxxx-Xxxxxx Act, writthe DGCL and applicable securities laws, injunction, decree, statute, rule or regulation applicable to the Company, neither Company nor any of its properties Subsidiaries needs to give any notice to, make any filing with or assetsobtain any authorization, other than such conflictsconsent or approval of any Government Entity in order for the parties to consummate the transactions contemplated by this Agreement, violationsexcept where the failure to give notice, defaultsto file or to obtain any authorization, breaches, cancellations consent or accelerations referred to in clauses (a) through (e) (inclusive) hereof which approval would not reasonably be expected to have a Company Material Adverse Effect on or except as set forth in § 4(f) of the CompanyCompany Disclosure Letter. "Required Company Consents" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in § 4(f) of the Company Disclosure Letter would not be reasonably expected to have a Company Material Adverse Effect for purposes of this § 4(f).

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaHart-Scoxx-Xxxxxx Xxx, neither xxither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (aA) conflict with or violate any provision of the Company Charter or the Bylaws; its Governing Documents, (bB) require on the part of the Company violate any filing withconstitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any permitgovernment, authorizationgovernmental agency, consent or approval ofcourt to which Buyer is subject or (C) with or without notice, any Governmental Entitylapse of time (or both), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any material agreement, consent contract, Lease, instrument, or waiver underother arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject, any contract listed except, in Section 3.4 the case of clauses (B) and (C), as would not, individually or in the Company Disclosure Letteraggregate, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on prevent or delay the Company; (d) result in the imposition of any Security Interest upon any assets consummation of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, transactions contemplated hereby. Neither Buyer nor any of its properties Affiliates is required to give any notice to, make any filing with, or assetsobtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, other than such conflicts(A) compliance with and filings under the Hart-Scoxx-Xxxxxx Xxx, violations(X) those that may be required solely by reason of Sellers being the sellers of the Shares and (C) those that the failure to make or obtain would not, defaultsindividually or in the aggregate, breaches, cancellations reasonably be expected to prevent or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on delay the Companyconsummation of the transactions contemplated hereby.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the Except as set forth on Schedule 3.5 and except for (a) applicable requirements under “blue sky” laws of various states, and (b) assuming all filings required under the Securities HSR Act are made and any applicable state securities laws waiting periods thereunder have expired or been terminated, the execution, delivery and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation performance by the Company of this Agreement and the transactions contemplated hereby, will: (a) conflict with or violate any provision consummation of the Company Charter or the Bylaws; (b) require on the part of the Company any filing withTransactions, or any permit, authorization, consent or approval of, any Governmental Entity, other than will not (i) those required solely by reason violate or conflict with the Organizational Documents of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyany Acquired Company, (ii) those required violate or conflict with any Law or Order of any Governmental Entity or court applicable to be made by the Target or the Merger Subany Acquired Company, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute a default (or event that, with or without due notice or lapse of time or both, would constitute a material breach of or material default) a default under, result in the acceleration of, create in any party the right to accelerateterminate, terminatecancel, modify or cancelaccelerate any Material Contract to which any Acquired Company is a party or by which it is bound or to which any of its assets are subject, or require any noticePermit held by any Acquired Company of any right or obligation of any Acquired Company or to a loss of any benefit to which any Acquired Company is entitled, consent under any Contract binding upon any Acquired Company, or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (div) result in the creation or imposition of any Security Interest upon Lien (other than Permitted Liens) on any assets asset of the any Acquired Company; , except, in case of clauses (iii) and (iv) for such violations, defaults or impositions that would (ex) violate any order, writ, injunction, decree, statute, rule or regulation applicable not be material to the Company’s business as a whole, or (y) arise as a result of the business or activities in which Buyer is or proposes to be engaged, or as a result of any acts or omissions by, or the status of its properties any facts pertaining to, Buyer. As of December 31, 2013, the Acquired Companies have assets in Canada with an aggregate value of $618,004, and annual gross revenues from sales in, from or assetsinto Canada with an aggregate value of $1,856,508 as determined in accordance with the Competition Act. As of December 31, other than such conflicts2013, violationsthe Acquired Companies have assets in Canada with an aggregate value of $523,188, defaultsand the annual gross revenues from sales in or from Canada generated from those assets is $1,854,272, breaches, cancellations or accelerations referred to as determined in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on accordance with the CompanyCompetition Act.

Noncontravention. Subject to receipt of The execution and delivery by the Company Stockholder Approvalof this ---------------- Agreement, and the fulfillment of and compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement respective terms hereof by the Company, nor and the consummation by the Company of the transactions contemplated herebyTransactions, willdo not and will not: (a) conflict with or violate result in any breach of any provision of the Company Charter Certificate of Incorporation or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under(or give rise to any right of termination, result in the amendment, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver Lien) under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition provisions of any Security Interest upon any assets of note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the CompanyCompany is a party; or (ec) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any except, in the case of its properties clauses (b) or assets(c), other than such conflicts, for violations, defaults, breaches, cancellations breaches or accelerations referred to defaults that either individually or in clauses (a) through (e) (inclusive) hereof which the aggregate would not have a Material Adverse Effect on the Company. The consummation by the Company of the Transactions will not require the consent or approval of or filing with any Government Entity or other Third Party, except for: (i) applicable requirements, if any, of the Exchange Act, the Securities Act and the securities Laws of the various jurisdictions in which holders of Shares reside; (ii) the filing of the Merger Certificate and related requirements pursuant to the DGCL; (iii) any filings and approvals required under the HSR Act; and (iv) applicable requirements, if any, of the Code and state, local and foreign Tax Laws. In addition, the foregoing sentence is qualified to the extent that the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not: (w) prevent or delay consummation of the Transactions in any material respect; (x) otherwise prevent the Company from performing its obligations under this Agreement in any material respect; (y) reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company; or (z) materially hinder or make materially more burdensome the consummation of the Transactions.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, or violate other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of any of the Company any filing with, and its Subsidiaries or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which any contract listed in Section 3.4 of the Company Disclosure Letterand its 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 Lien upon any of its assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver that Security Interest would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations, results of operations, or future prospects of the Company and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect on the Company; (dEffect"). Except as set forth in Section 3.2(c) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderDisclosure Schedule, writ, injunction, decree, statute, rule or regulation applicable to neither the Company, Company nor any of its properties Subsidiaries needs to obtain any authorization, consent, or assetsapproval of, other than or make any CONFORMED COPY declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to obtain such conflictsauthorizations, violationsconsents, defaultsapprovals, breachesdeclarations, cancellations filings or accelerations referred to in clauses (a) through (e) (inclusive) hereof which registrations would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery nor performance by Regency or Merger Sub is or of this Agreement by or the Companyother Transaction Documents to which Regency or Merger Sub shall be a party, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will: will (ai) conflict with subject to obtaining HSR Approval, violate any Law to which Regency or Merger Sub is subject, (ii) violate any provision of the Company Charter Organizational Documents or the Bylaws; (b) require on the part of the Company any filing with, Regency or any permit, authorization, consent Merger Sub or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, approval or consent under any Contract, lease, license or waiver underother instrument to which Regency or Merger Sub is a party or by which it is bound or to which any of its assets is subject, any contract listed except, in Section 3.4 this case of the Company Disclosure Letterthis clause (iii), except for any conflictsuch violations, breachdefaults, defaultbreaches, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver other occurrences that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the Company; ability of Regency or Merger Sub, as applicable, to perform its obligations under this Agreement or the other Transaction Documents to which it is or shall be a party or to consummate the Merger or the transactions contemplated by this Agreement and the other Transaction Documents. The performance by the Surviving Corporation of its obligations under the Sonat Purchase Agreement will not (di) violate any provision or Merger Subs’ Organizational Documents or (ii) conflict with, result in a breach of, constitute a default under, result in the imposition of acceleration of, create in any Security Interest upon party the right to accelerate, terminate, modify, or cancel, or require any assets of the Company; notice, approval or (e) violate consent under any orderContract, writlease, injunction, decree, statute, rule license or regulation applicable other instrument to the Company, which Merger Sub is a party or by which it is bound or to which any of its properties or assetsassets is subject, other than except, in the case of this clause (ii), for such conflicts, violations, defaults, breachesbreaches or other occurrences that would not, cancellations individually or accelerations referred in the aggregate, reasonably be expected to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect material adverse effect on the Companyability of the Surviving Corporation to perform its obligations under the Sonat Purchase Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Body or court to which any of the Company and its Subsidiaries is subject or any provision of the Company Charter certificate of incorporation or the Bylaws; (b) require on the part bylaws of any of the Company any filing with, and its Subsidiaries or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, consent or waiver under, notice under any contract listed in Section 3.4 Contract to which any of the Company Disclosure Letterand its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect or a material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Delaware General Corporation Law, the Securities Exchange Act, the Securities Act, the state securities laws, the Communications Act of 1934, as amended, and as set forth on Section 3(d) of the Company Disclosure Schedule, none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth State of VirginiaMaryland, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the TargetParent’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target Parent or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 3.14 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder ApprovalThe execution, compliance with the applicable requirements of the Securities Act delivery, and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation performance by the Company of this Agreement and the Ancillary Documents to which it is a party and the consummation by it of the transactions contemplated hereby, will: hereby and thereby do not and will not (ai) conflict with or violate result in a violation of any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebySubsidiary, (ii) those required to be made by the Target conflict with or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach violation of any provision of, or constitute (with or without due the giving of notice or lapse the passage of time or both) a default under, result in or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration of, create in any party the right to accelerate, terminate, modify or cancelunder, or require any noticeconsent, consent approval, authorization or waiver underof, or notice to, any contract listed in Section 3.4 of party to, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties may be bound or any Permit held by the Company or any Subsidiary, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (diii) result in the creation or imposition of any Security Interest Encumbrance upon any assets the properties of the Company; Company or any Subsidiary, or (eiv) assuming compliance with the matters referred to in Section 3.7, violate any orderApplicable Law binding upon the Company or any Subsidiary, writexcept, injunctionin the case of clauses (ii), decree(iii), statuteand (iv) above, rule or regulation applicable to the Company, for any of its properties or assets, other than such conflicts, violations, defaults, breachesterminations, cancellations cancellations, accelerations, or accelerations referred to in clauses (a) through (e) (inclusive) hereof Encumbrances which would not not, individually or in the aggregate, have a Material Adverse Effect Effect, and except, in the case of clause (ii) above, for (A) such consents, approvals, authorizations, and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers, and notices that are disclosed on the CompanySCHEDULE 3.6.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the Company, Transaction Documents nor the consummation by the Company of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which PRTI is subject, (ii) violate any provision of the Company Charter articles of incorporation or the Bylaws; (b) require on the part bylaws of the Company any filing with, PRTI or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which PRTI is a party or by which it is bound or to which any contract listed of its assets is subject (or result in Section 3.4 the imposition of the Company Disclosure Letterany security interest upon any of its assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver that security interest has been waived in writing or otherwise would not reasonably be expected not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the Acquired Assets or (z) adversely impair PRTI's ability to have perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or (z) a Material Adverse Effect on the Company; (d) result Effect). Assuming satisfaction of all relevant conditions in the imposition Article IV, PRTI does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Security Interest upon any assets of government or governmental agency in order for the Company; or Parties to consummate the transactions contemplated by this Agreement (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to including the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations assignments referred to in clauses (a) through (e) (inclusive) hereof which Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt Except as set forth in Section 4(c) of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and the delivery of this Agreement by the Companyany Transaction Agreement, nor the consummation by the Company of the transactions contemplated herebythereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any member of the BUYER Group is subject, (ii) violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing withcharter, bylaws, or any permit, authorization, consent other organizational document of such Person or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticeauthorization, consent consent, waiver, or waiver underapproval under any agreement, contract, lease, license, instrument, decree, judgment, or other arrangement to which such Person is a party or by which it is bound or to which any contract listed of its assets are subject (or result in Section 3.4 the imposition of any Security Interest or encumbrance upon any such assets), except, with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the Company Disclosure Letterfailure to obtain such authorizations, except for any conflictconsents, breachwaivers or approvals, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would could not reasonably be expected to have a Material Adverse Effect on the Company; transactions contemplated hereby. Except (d1) result in pursuant to the imposition of any Security Interest upon any assets Xxxx-Xxxxx-Xxxxxx Act, (2) as set forth on Section 4(c) of the Company; Disclosure Schedule, (3) Customary Post-Closing Consents and (4) where the failure to give such notices, make such filings or (e) violate any orderobtain such authorizations, writconsents, injunction, decree, statute, rule waivers or regulation applicable approvals could not reasonably be expected to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companytransactions contemplated hereby, no such Person needs to give any notice, make any filing with or obtain any authorization, consent, waiver, or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter charter or bylaws of any of Parent and its Subsidiaries or (ii), assuming compliance with the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation matters referred to in the transactions contemplated herebynext sentence of this Section 4.3, (iiA) those required violate any Laws or Governmental Order to be made by the Target which any of Parent and its Subsidiaries is subject or the Merger Sub(B) with or without notice, and (iii) any filinglapse of time or both, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver underother arrangement to which any of Parent and its 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), any contract listed except, in Section 3.4 the case of the Company Disclosure Letterclause (ii), except for any conflictsuch violation, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent acceleration or waiver other change that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; Parent. Except (da) result in the imposition for any FCC Consent, State PUC Consent or consent or approval of any Security Interest upon any assets other Governmental Entity identified in Section 3.3 of the Company; Company Disclosure Letter or in Section 4.3 of the Parent Disclosure Letter, in each case as required by applicable Laws, (eb) violate as may be necessary as a result of any order, writ, injunction, decree, statute, rule facts or regulation applicable circumstances relating solely to the Company, any of its properties Subsidiaries or assetsany holder of Company Shares, (c) for the filing of the Certificate of Merger with the Delaware Secretary of State pursuant to the Delaware Law and of appropriate documents with relevant authorities of other than states in which Company is qualified to do business to reflect such conflictsCertificate of Merger filing, violations(d) for filings by Parent under, defaultsand compliance by Parent with the requirements under, breaches, cancellations or accelerations referred to in clauses (a) through the Securities Exchange Act and the applicable requirements of Nasdaq and (e) (inclusive) hereof which for any other third party approvals as are reflected in Section 4.3 of the Parent Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any Governmental Entity or any other third Person, except in any case for those that the failure to make or obtain would not be reasonably expected to have a Material Adverse Effect on the CompanyParent.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HART-XXXXX-XXXXXX XXX") and applicable foreign antitrust laws (if any) and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery of this Agreement by the CompanyCompany or any of the Company Stockholders, nor the consummation by the Company or any of the Company Stockholders of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter charter or By-laws of the Bylaws; Company, (bii) require on the part of the Company or any of the Company Stockholders any filing with, or any permit, authorization, consent or approval of, any Governmental Entitycourt, arbitrational tribunal, administrative agency or commission or other than governmental or regulatory authority or agency (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebya "GOVERNMENTAL ENTITY"), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterLease or Material Contract (as such terms are defined herein), except for to the extent any such conflict, breach, default, acceleration, right to accelerate, termination, modification, modification or cancellation, or the failure to give or obtain any such notice, consent or waiver that waiver, would not reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, (div) result in the imposition of any Security Interest Encumbrance upon the Company Shares or any material assets or properties of the Company; Company or (ev) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties the Company Stockholders or assetsany of their respective assets or properties, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred which violation could reasonably be expected to in clauses (a) through (e) (inclusive) hereof which would not have a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt Except as set forth on Section 3.03 of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and authorization, execution, delivery or performance of this Agreement by the CompanySeller, nor the consummation by the Company Seller of the transactions contemplated hereby, will: will conflict with, or result in any violation or default under (a) conflict with or violate without notice or lapse of time, or both) or give rise to any payment obligation, or a right of termination, notice, consent, cancellation, modification or acceleration or any obligation or loss of any benefit under (i) the certificate of formation or limited liability company agreement of the Company or any provision of Seller’s Organizational Documents, (ii) any Law, Order, Permits, or other restriction of any Governmental Authority to which Seller, the Company Charter or any of its Subsidiaries is subject or by which any of their assets are bound or (iii) any Material Contract or Lease to which the Bylaws; Company or any of its Subsidiaries are a party or by which any of their respective properties or assets may be bound, except in the case of clauses (bii) require on and (iii), where the part conflict, violation, default, payment obligation, right of termination, notice, cancellation, modification or acceleration, obligation or loss of benefit would not, be material to the Company and its Subsidiaries taken as a whole. Immediately following the Closing, the Company and its Subsidiaries will be permitted to exercise all of their rights under the all of such Material Contracts without the payment of any additional amounts other than amounts which the Company would otherwise be required to pay pursuant to the terms of such Material Contracts had the Agreement and transactions contemplated thereby not occurred Except for the applicable requirements of the Company any filing with, HSR Act or any permitapplicable Foreign Competition Laws, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason and except as set forth on Section 3.03 of the Target’s Disclosure Schedule, neither the execution, delivery or performance of this Agreement by Seller, nor the Merger Sub’s participation in consummation by Seller of the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) will require any filing, permit, authorization, consent or approval which if not made of or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in to any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterGovernmental Authority, except for any conflictconsents, breach, default, acceleration, right approvals or notices the failure of which to accelerate, termination, modification, cancellation, notice, consent obtain or waiver that provide would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable material to the Company, any of Company and its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have Subsidiaries taken as a Material Adverse Effect on the Companywhole.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with Except for the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any applicable state and foreign securities laws and the filing laws, none of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation or any Ancillary Agreement by the Company or consummation of the transactions contemplated hereby, will: hereby or thereby will (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents of the Company Charter or the Bylawsany of its Subsidiaries; (b) require on the part of the Company or any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any domestic (federal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (a “Governmental Entity, other than (i”) those required solely by reason to operate the business of the Target’s Company and its Subsidiaries following the Closing, except where the failure to make such filing or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, obtain such permit, authorization, consent or approval which if not made or obtained would not individually or in the aggregate have a Material Adverse Effect on the Company; (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which the Company Disclosure Letteror any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective assets is subject or any judgment, except for any conflictorder (whether temporary, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent preliminary or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderpermanent), writ, injunction, decree, statute, rule rule, regulation, notice, law or regulation ordinance (collectively, “Law”) applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, breachesaccelerations, cancellations terminations, modifications, cancellations, notices, consents or accelerations referred to in clauses (a) through (e) (inclusive) hereof which waivers as would not individually or in the aggregate have a Material Adverse Effect on the Company; or (d) result in the imposition of any Lien upon any material assets of the Company or any of its Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such assets.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx-Xxxxx-Xxxxxx Act") and applicable foreign antitrust laws (if any) and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery of this Agreement by the CompanyCompany or any of the Company Stockholders, nor the consummation by the Company or any of the Company Stockholders of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter charter or By-laws of the Bylaws; Company, (bii) require on the part of the Company or any of the Company Stockholders any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby"), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterLease or Material Contract (as such terms are defined herein), except for to the extent any such conflict, breach, default, acceleration, right to accelerate, termination, modification, modification or cancellation, or the failure to give or obtain any such notice, consent or waiver that waiver, would not reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, (div) result in the imposition of any Security Interest Encumbrance upon the Company Shares or any material assets or properties of the Company; Company or (ev) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties the Company Stockholders or assetsany of their respective assets or properties, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred which violation could reasonably be expected to in clauses (a) through (e) (inclusive) hereof which would not have a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the The execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by the CompanySeller pursuant to this Agreement, nor and the consummation by the Company Seller of the transactions contemplated herebyhereunder, will: will not (a) conflict with with, violate or violate any provision result in a default under the certificate of formation of Seller or the Company or the limited liability company agreement of Seller or the Gulf LNG LLC Agreement, or, subject to procurement of the Company Charter consent contemplated by Section 1.2(a)(iv) and, if required in connection with the sale of the Conditioned Interest, Section 1.2(c)(ii), entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or the Bylaws; Conditioned Interest, (b) (i) to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require on a Consent under, any Law, Order, Contract (other than the part Gulf LNG LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Unconditioned Interest and the Conditioned Interest, are subject, and (ii) to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the Gulf LNG LLC Agreement), document or Permit to which the Company is a party or to which the Company or its assets are subject, (c) result in the creation of any filing withLien upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d) require Seller or, to the Knowledge of Seller (which for this purpose shall not include any obligation to make any inquiry of any Person), the Company, to obtain or make any permit, authorization, consent Consent from or approval of, with any Governmental EntityPerson, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation Gulf LNG Consent, except in the transactions contemplated herebycase of clauses (b), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict withor (d) above, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, such breach, default, accelerationviolation, right to accelerateor Consent that, terminationindividually or in the aggregate, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyby this Agreement, will: will (aA) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which Medite is subject or any provision of its certificate of incorporation or bylaws or (B) except for the Company Charter or the Bylaws; (bagreements listed in Section 3(b)(vi) require on the part of the Company any filing withthis Agreement, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver underother arrangement to which Medite is a party or by which it is bound or to which any of its assets is subject, any contract listed in Section 3.4 of including, without limitation, the Company Disclosure Lettergrant agreement dated December 31, 1993, by and among the Industrial Development Authority, Medite Europe, and Medite, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. Other than as required by the Industrial Development Authority or under the provisions of the Mergers, Take-overs and Monopolies (Control) Act, 1978 as amended (the `Irish Mergers Act''), Medite does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition of MIH Group taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) permit the termination or acceleration of the maturity of any material indebtedness or material obligation of the Company; (ii) permit the termination of any material note, mortgage, indenture, license, agreement, contract, or other instrument to which the Company is a party or by which it is bound or violate the Certificate of Incorporation or By-Laws of the Company; (iii) except as expressly provided in this Agreement and except for state "blue sky" approvals that may be required and those consents and waivers which already have been obtained by the Company, nor require the consummation by consent, approval, waiver or authorization from or registration or filing with any party, including but not limited to any party to a material agreement to which the Company of the transactions contemplated hereby, will: (a) conflict with is a party or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing withby which it is bound, or any permitregulatory or governmental agency, authorizationbody or entity except where failure to obtain such consent, consent approval, waiver or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained authorization would not have a Material Adverse Effect material adverse effect on the Company's business; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (div) result in the creation or imposition of any Security Interest upon lien, claim or encumbrance of any kind or nature on any material properties or assets of the Company; (v) result in the creation or imposition of any lien, claim or encumbrance of any kind or nature on the Series D Shares to be issued to the Holder, except as may otherwise be identified in this Agreement; or (evi) violate in any ordermaterial aspect any statute, writlaw, injunctionrule, regulation or ordinance, or any judgment, decree, statuteorder, regulation or rule of any court, tribunal, administrative or regulation applicable governmental agency, body or entity to which the Company, any of Company or its properties or assets, other than is subject except where such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which violation would not have a Material Adverse Effect material adverse effect on the Company.'s business; and

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing HSR Act, none of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery by each of Parent and Seller of this Agreement and the other Transaction Documents to which it is a party, the performance by the Company, nor Parent and Seller of their respective obligations hereunder and thereunder and the consummation by the Company Parent and Seller of the transactions contemplated herebyhereby and thereby, will: (a) conflict with or violate any provision of the charter or bylaws (or equivalent or comparable documents) of Parent, Seller, the Company Charter or the Bylaws; Subsidiary, (b) except as set forth in Section 2.13(b) of the Disclosure Schedule, require on the part of Parent, Seller, the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in Subsidiary the transactions contemplated herebymaking or obtaining of any Permit or other Consent, (ii) those except where the failure to obtain any such Permit or Consent required with respect to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained Government Contract would not have result in a Company Material Adverse Effect on the Company; Effect, (c) conflict with, result in (with or without due notice or lapse of time or both) a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any noticeConsent under, consent or waiver result in the loss of any rights, privileges, options or alternatives under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed arrangement, instrument of indebtedness, Security Interest, commitment or other arrangement or understanding, to which Parent, Seller, the Company Disclosure Letteror the Subsidiary is a party or by which Parent, Seller, the Company or the Subsidiary is bound or to which any of their respective assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, noticeConsent, consent or waiver loss of rights, privileges, opinions or alternatives that would not reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, (d) result in the imposition of any Share Encumbrance upon the Company Shares, (e) except as set forth in Section 2.13(e) of the Disclosure Schedule, result in the imposition of any Security Interest upon any assets of Parent, Seller, the Company; Company or the Subsidiary, or (ef) violate in any order, writ, injunction, decree, statute, rule or regulation material respect any Applicable Law applicable to Parent, Seller, the Company, Company or the Subsidiary or any of its their respective properties or assetsassets (it being understood that the accuracy of this representation as to compliance with applicable Federal and state securities laws, other than such conflictsis dependent in part on, violationsand assumes the accuracy of, defaults, breaches, cancellations or accelerations referred to Buyer's representations in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanySections 3.5 and 3.6).

Noncontravention. Subject Except with respect to receipt the Credit Agreement, dated as of May 8, 2006, by and between FMFC, the Company Stockholder ApprovalGuarantors and JPMorgan Chase Bank, compliance with N.A., as amended, (the applicable requirements of “Credit Agreement”) for which a consent to the Securities Act and any applicable state securities laws transactions contemplated hereby has been obtained, and the filing of exemption requests from the Articles Form A requirements for the change in control of Merger as required by a domestic insurer with the Commonwealth Illinois Division of VirginiaInsurance and Minnesota Department of Commerce, which exemption requests have been granted, neither the execution and the delivery of this Agreement by the CompanyCompany or FMFC, nor the consummation by the Company of the transactions contemplated herebyhereby by the Company or FMFC, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or violate other restriction of any government, governmental agency, or court to which any of the Company or its Subsidiaries is subject, or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of any of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyits Subsidiaries, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which any contract listed in Section 3.4 of the Company Disclosure Letter, except for or its Subsidiaries is a party or by which it is bound or to which any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent of its assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; its assets), or (eiii) violate any order, writ, injunction, decree, statute, rule require the Company or regulation applicable to the Company, any of its properties Subsidiaries to give any notice to, make any filing with, or assetsobtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, other than any such violations, conflicts, violationsbreaches, defaults, breachesaccelerations, terminations, modifications, cancellations or accelerations referred to notices that, individually or in clauses (a) through (e) (inclusive) hereof which the aggregate, would not have a Material Adverse Effect on or would not impair the Companyability of the Company or FMFC to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Body or court to which any of the Company and its Subsidiaries is subject or any provision of the Company Charter certificate of incorporation or the Bylaws; (b) require on the part bylaws of any of the Company any filing with, and its Subsidiaries or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, consent or waiver under, notice under any contract listed in Section 3.4 Contract to which any of the Company Disclosure Letterand its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect or a material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, the Delaware General Corporation Law, the Sexxxxxxxx Xxxxxxxx Act, the Securities Act, the state securities laws, the Communications Act of 1934, as amended, and as set forth on ss. 3(d) of the Company Disclosure Schedule, none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt Except as disclosed on Schedule 3.4, none of the execution, delivery or performance by a Group Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, or any Ancillary Agreement to which it is (or will be) a party nor the consummation by the Company of the transactions contemplated hereby, Contemplated Transactions will: (a) conflict with assuming the taking of any action by (including any authorization, consent or approval), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Schedule 3.3, violate any provision of the Company Charter or the BylawsLegal Requirement applicable to a Group Company; (b) require on result in the part of the Company any filing withmodification, acceleration, termination, breach or violation of, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the or give rise to any right of acceleration of, create in or termination under any party the right to accelerate, terminate, modify or cancel, or require Contract of any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterGroup Company, except for any conflictwhere such modification, acceleration, termination, breach, defaultviolation, acceleration, right to accelerate, termination, modification, cancellation, notice, consent default or waiver that other event has not had and would not reasonably be expected to have a Material Adverse Effect on Effect; (c) require any action by (including any authorization, consent or approval) or in respect of (including notice to) any Person under any Contract of any Group Company, except where the Companyfailure to take such action has not had and would not reasonably be expected to have a Material Adverse Effect; (d) result in the creation or imposition of an Encumbrance upon, or the forfeiture of, any Security Interest upon any assets of the CompanyAsset, except where such result has not had and would not reasonably be expected to have a Material Adverse Effect; or (e) violate result in a breach or violation of, or default under, the organizational documents of any orderGroup Company. The Unitholder Consent satisfies all authorization, writconsent and approval requirements under the LLC Agreement and the DLLCA and no other authorization, injunctionconsent or approval is required under the LLC Agreement or the DLLCA in connection with the execution, decree, statute, rule delivery or regulation applicable performance by the Company of this Agreement or any Ancillary Agreement to the Company, any of its properties which it is (or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (awill be) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyparty.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the Company, Transaction Documents nor the consummation by the Company of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Donlar is subject, (ii) violate any provision of the Company Charter articles of incorporation or the Bylaws; (b) require on the part bylaws of the Company any filing with, Donlar or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which Donlar is a party or by which it is bound or to which any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent its assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest has not been waived in writing or would not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Company; Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the Acquired Assets or (ez) violate adversely impair Donlar's ability to perform fully on a timely basis its obligations under any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Transaction Document (any of its properties (x), (y) or assets(z) a Material Adverse Effect). Assuming satisfaction of all relevant conditions in Article IV, other than such conflictsDonlar does not need to give any notice to, violationsmake any filing with, defaultsor obtain any authorization, breachesconsent, cancellations or accelerations approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments referred to in clauses (a) through (e) (inclusive) hereof which Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth Delaware General Corporation Law, to the filing or other regulatory requirements, if any, of Virginiaany applicable U.S. or foreign regulatory body, and, in the case of the Merger, to the Company’s receipt of the Requisite Stockholder Approval, neither the execution and delivery by the Company, I-B and A-C of this Agreement or any other agreement contemplated hereby to which they are a party, nor the performance by the Company, I-B and A-C of their respective obligations hereunder or thereunder, nor the consummation by the Company Company, I-B and A-C of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter Certificate of Incorporation or By-laws of the Company, each as amended or restated to date, or the Bylaws; Certificate of Incorporation or By-laws (or comparable organizational documents) of any Subsidiary, each as amended or restated to date, (b) require on the part of the Company, any Subsidiary or, to the Company’s Knowledge, any Company Stockholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the assets of the Company Disclosure Letteror any Subsidiary are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any Subsidiary or any of its their respective properties or assets. Section 2.4 of the Disclosure Schedule sets forth a true, other than such conflictscorrect and complete list of all consents and approvals of third parties required under the Contracts and from Persons set forth on Section 2.25 of the Disclosure Schedule and of Governmental Entities, violationsand all filings and notices, defaults, breaches, cancellations or accelerations referred to that are required in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on connection with the consummation by the Company, I-B and A-C of the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt (a) Except (i) as set forth in Sections 4.4(a) or 4.4(b) of the Company Stockholder Approval, compliance with Disclosure Letter and (ii) for the applicable requirements of the Securities HSR Act and any applicable state securities laws and (including the filing of the Articles of Merger as required by the Commonwealth of VirginiaHSR Filing), neither the execution and delivery of this Agreement by or any of the CompanyCompany Ancillary Agreements, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof, will: (aA) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of any provisions of the Organizational Documents of any Acquired Company; (B) violate or result in a violation of, or constitute a default under (with or without due notice or whether after the giving of notice, lapse of time or both) a default under, result in the acceleration of, create in any party the right provision of any Law or Order applicable to accelerate, terminate, modify any Acquired Company or cancel, by which any properties or require assets owned or used by any notice, consent or waiver under, any contract listed in Section 3.4 of the Acquired Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Companyare bound; (dC) result in the imposition creation of any Security Interest upon Lien (other than a Permitted Lien) on any property, asset or right of any Acquired Company pursuant to any Contract or Permit to which such Acquired Company is a party or by which such Acquired Company’s properties, assets of the Company; or rights are bound or (eD) violate violate, conflict with, breach or result in a breach or default (whether after the giving of notice, lapse of time or both) under, give rise to a right of termination, modification or acceleration of any orderprovision of, writor require the offering or making of any payment or redemption under, injunctionrequire any notice or approval under, decreeor otherwise adversely affect any rights of an Acquired Company under, statuteany Contract or Permit to which such Acquired Company is a party or by which any of such Acquired Company’s assets or properties are bound; except, rule or regulation applicable in each case, to the Company, extent that any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which occurrence would not have a Material Adverse Effect on be material to the CompanyAcquired Companies.

Noncontravention. Subject to receipt None of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the or consummation by the Company of the transactions contemplated hereby, will: after giving effect to the Reorganization Plan, (a) conflict with or will violate any provision of the Company Charter charter, by-laws or similar organizational documents of the Company, except to the extent duly authorized by the Bankruptcy Court pursuant to the Reorganization Plan or the BylawsConfirmation Order; (b) except for the applicable requirements (except to the extent such requirements are rendered inapplicable by operation of the Bankruptcy Code) of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any applicable state and foreign securities laws, various Environmental Laws and the HSR Act and other than approval by the Bankruptcy Court of the Reorganization Plan, will require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental EntityEntity for the operation of, other than (i) those required solely by reason following the Closing Date, the business of the Target’s Company as currently conducted, except where the failure to make such filing or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, obtain such permit, authorization, consent or approval which if not made or obtained would not individually or in the aggregate have a Company Material Adverse Effect on the CompanyEffect; or (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other material arrangement, to which the Company Disclosure Letteris a party or by which the Company is bound or to which any of its material assets is subject or any judgment, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its properties or assets, other than such conflicts, violations, breaches, defaults, breachesaccelerations, terminations, modifications, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which notices, consents or waivers as would not individually or in the aggregate have a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaHart-Scoxx-Xxxxxx Xxx, neither xxither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (aA) conflict with or if such Seller is an entity, violate any provision of the Company Charter or the Bylaws; its Governing Documents, (bB) require on the part of the Company violate any filing withconstitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any permitgovernment, authorizationgovernmental agency, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebycourt to which such Seller is subject, (iiC) those required to be made by the Target with or the Merger Subwithout notice, and lapse of time (iii) any filingor both), permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any material agreement, consent contract, lease, instrument, or waiver underother arrangement to which such Seller is a party or by which such Seller is bound or to which any of such Seller’s assets is subject, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (dD) result in the imposition or creation of a Lien (other than Permitted Encumbrances) upon or with respect to such Seller’s Shares under any Security Interest upon any assets of the Company; agreement, contract, lease, instrument, or (e) violate any order, writ, injunction, decree, statute, rule other arrangement to which such Seller is a party or regulation applicable by which it is bound or to the Company, which any of its properties assets is subject, except, in the case of clauses (B), (C) and (D), as would not, individually or assetsin the aggregate, reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby. Such Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, other than such conflicts(A) compliance with and filings under the Hart-Scoxx-Xxxxxx Xxx, violations(X) those that may be required solely by reason of Buyer being the buyer of the Shares and (C) those that the failure to make or obtain would not, defaultsindividually or in the aggregate, breaches, cancellations reasonably be expected to prevent or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on delay the Companyconsummation of the transactions contemplated hereby.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth NCBCA, and except as set forth in Section 2.4 of Virginiathe Disclosure Letter, neither the execution and delivery by the Company of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Company Charter or the Bylaws; charter, bylaws or other organizational document of any Subsidiary, (b) require on the part of the Company or any filing with, or Subsidiary any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancelcancel any material contract or instrument (including, or require any notice, consent or waiver underwithout limitation, any contract listed in Section 3.4 of Lease) to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; Company or any Subsidiary, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their respective properties or assets, other than such conflictsexcept, violations, defaults, breaches, cancellations or accelerations referred to in the case of clauses (ab) through (e) (inclusive) hereof which above, where any such failure to provide the appropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification or cancellation, or any such imposition of any Security Interest, has not had, or would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which WNDS or Merger Sub is subject, or any provision of the Company Charter or the Bylaws; (b) require on the part their respective certificates of the Company any filing withincorporation, or any permit, authorization, consent by-laws or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which WNDS or Merger Sub is a party or by which either of them is bound or to which any contract listed in Section 3.4 of the Company Disclosure Lettertheir respective assets are subject, except for any conflictin the case of each of clauses (i) and (ii), breachsuch as could not, defaultindividually or in the aggregate, acceleration, right to accelerate, termination, modification, cancellation, notice, consent have or waiver that would not reasonably be expected to have result in a Material Adverse Effect on the Company; (d) result in the imposition Effect. Neither WNDS nor Merger Sub is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Security Interest upon any assets of Governmental Body in order for the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable Parties to consummate the Company, any of its properties or assetstransactions contemplated by this Agreement, other than such conflicts(i) in the case of Merger Sub, violationsthe filing of the Articles of Merger, defaults(ii) in the case of WNDS (A) any filings required by state securities laws and (B) the filing by WNDS, breachesif required, cancellations of a Notice of a Sale of Securities on Form D with the SEC under Regulation D of the Securities Act or accelerations referred (iii) in the case of WNDS and Merger Sub, filings that have been made or obtained prior to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on or contemporaneously with the Companydate of this Agreement.

Noncontravention. Subject to the receipt of the Company Stockholder Approval, compliance with the applicable requirements timely mailing of the Securities Act and any applicable state securities laws notice of dissenters’ rights to the Company’s stockholders, if any, and the filing of the Articles Certificates of Merger as required by the Commonwealth of VirginiaDGCL and MBCA, neither the execution and delivery by a Company of this Agreement by the CompanyAgreement, nor the consummation by the a Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter certificate of incorporation or the Bylaws; bylaws of such Company, as amended to date, (b) require on the part of the such Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyexcept for such permits, (ii) those required authorizations, consents and approvals for which such Company is obligated to be made by the Target or the Merger Subuse its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) except as required by Schedule 2.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which such Company is a party or by which such Company is bound or to which any of the Company Disclosure Lettertheir assets is subject, except for (i) any conflict, breach, default, acceleration, right termination, modification or cancellation in any contract or instrument set forth in Schedule 2.13 of the Disclosure Schedule, for which such Company is obligated to accelerateuse its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or cancellation which would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Company Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) except as disclosed on Schedule 2.4, result in the imposition of any Security Interest (as defined below) upon any assets of the Company; such Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, such Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of any Company and not material to such conflictsCompany; and “Ordinary Course of Business” means the ordinary course of any Company’s business, violations, defaults, breaches, cancellations or accelerations referred consistent with past custom and practice (including with respect to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyfrequency and amount).

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDGCL, neither the execution and delivery by the Company of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (a) except as set forth in Section 2.4(a) of the Disclosure Schedule, conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Company Charter or the Bylaws; charter, Bylaws or other organizational document of any Subsidiary (as defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity, ") other than any premerger notification filing required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby"HSR Act"), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) except as set forth in Section 2.4(c) of the Disclosure Schedule, in any material respect conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract listed in Section 3.4 of or instrument to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than such conflicts(i) mechanic's, violationsmaterialmen's, defaultsand similar liens, breaches(ii) liens arising under worker's compensation, cancellations or accelerations referred unemployment insurance, social security, retirement, and similar legislation, (iii) liens for Taxes (as hereinafter defined) due and not yet payable and (iv) liens on goods in transit incurred pursuant to documentary letters of credit, in clauses each case arising in the Ordinary Course of Business (aas defined below) through (e) (inclusive) hereof which would of the Company and not have a Material Adverse Effect on material to the Company; and "Ordinary Course of Business" means the ordinary course of the Company's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Body or court to which any of the Company and its Subsidiaries is subject or any provision of the Company Charter certificate of incorporation or the Bylaws; (b) require on the part bylaws of any of the Company any filing with, and its Subsidiaries or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, consent or waiver under, notice under any contract listed in Section 3.4 Contract to which any of the Company Disclosure Letterand its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect or a material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Delaware General Corporation Law, the Securities Exchange Act, the Securities Act, the state securities laws, the Communications Act of 1934, as amended, and as set forth on ss. 3(d) of the Company Disclosure Schedule, none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger and issuance of the Certificate of Merger as required by the Commonwealth of Virginiaapplicable law, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company HSOA or NEWCO of the transactions contemplated hereby, will: hereby will (a) conflict with or violate any provision of the Company Charter certificate or articles of incorporation, as the Bylaws; case may be, or Bylaws of HSOA or NEWCO, (b) require on the part of the Company HSOA or NEWCO any filing with, or any permit, authorization, consent or approval of, any Governmental EntityAuthority, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have a Material Adverse Effect on the Company; assets, business, financial condition, results of operations or future prospects of HSOA or NEWCO or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 Material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure Letterindebtedness, except for Security Interest or other arrangement to which HSOA or NEWCO is a party or by which either is bound or to which any of their assets are subject, other than any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company; assets, business, financial condition, results of operations or future prospects of HSOA or NEWCO or on the ability of the Parties to consummate the transactions contemplated by this Agreement, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, HSOA or NEWCO or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt Assuming that all consents, approvals, authorizations and permits described in Section 4.04 of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act Disclosure Schedule have been obtained and any applicable state securities laws all filings and the filing of the Articles of Merger as required by the Commonwealth of Virginianotifications described in this Section 4.04 have been made, neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any Law or Court Order to which the Company or any of its Subsidiaries is subject, (ii) assuming the Requisite Stockholder Approval is obtained, violate any provision of the Company Charter charter, bylaws or the Bylaws; (b) require on the part other governing documents of the Company or any filing of its Subsidiaries (the “Charter Documents”), or (iii) conflict with, result in or constitute a Default under, or require any notice under any Contract to which the Company or any permitof its 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 Lien upon any of its Assets), authorization, consent or approval of, any Governmental Entity, other than except in the case of (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filingwhere the violation, permitconflict, authorizationDefault, consent failure to give notice or approval which if not made or obtained Lien would not have a Material Adverse Effect on Effect. Except as set forth in Section 4.04 of the Company; (c) conflict withDisclosure Schedule and except for the filing of the Certificate of Merger under the ORC, result in a breach ofthe pre-merger notification requirements of the HSR Act and foreign antitrust and competition law filings, constitute (neither the Company nor any of its Subsidiaries needs to give any notice to, make any filing with or without due notice obtain any authorization, consent or lapse approval of time or both) a default underany Governmental Body in order for the parties to consummate the transactions contemplated by this Agreement, result in except where the acceleration of, create in any party the right failure to accelerate, terminate, modify or cancel, or require give any notice, consent make any filing with or waiver under, obtain any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, noticeauthorization, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which approval would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by or the CompanyAncillary Agreements, nor the consummation by the Company of the transactions contemplated herebyby this Agreement or the Ancillary Agreements, will: will (ai) conflict with violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the Company Charter or the Bylaws; (b) require on the part organizational documents of the Company any filing with, Buyer; or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice or consent under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which the Buyer is a party or by which it is bound or to which any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent its assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or assetsobtain consent, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which Security Interest would not have a Material Adverse Effect material adverse effect on the Companyfinancial condition of the Buyer taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement or the Ancillary Agreements. To the Knowledge of the Buyer, and other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition of the Buyer taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement or the Ancillary Agreements.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDGCL, except as set forth in the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement by the Companyand each other Transaction Document, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will: will (a) contravene, conflict with with, or violate result in any violation or breach of any provision of the Company Charter Certificate of Incorporation or Bylaws of the Bylaws; Company, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, or result in a any violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of termination, recapture, cancellation or acceleration of any obligation or loss of a material benefit, require a consent or waiver under or require the payment of a penalty under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, contractual right or license agreement binding upon the Company, or result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition creation of any Security Interest upon any of the properties or assets of the Company; , or (ec) subject to compliance with the requirements specified in Section 2.4, conflict with or violate any law, order, writ, injunction, decree, statute, rule statute or regulation applicable to the Company, Company or any of its or their respective properties or assets, other than except in the case of clauses (b) and (c) of this Section 2.5 for any such conflictsbreaches, defaults, penalties, violations, defaults, breachesterminations, cancellations recaptures, cancellations, acceleration, losses, Liens, or accelerations referred to conflicts and for any consents or waivers not obtained, that, individually or in clauses (a) through (e) (inclusive) hereof which the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxx and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery of this Agreement by the CompanyBuyer or the Transitory Subsidiary, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, will: will (a) conflict with or violate any provision of the Company Charter charter or By-laws of the Buyer or the Bylaws; Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have a Material Adverse Effect material adverse effect on the Company; assets, business, financial condition, results of operations or future prospects of the Buyer or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company Disclosure LetterBuyer or Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except for other than any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result cancellation which individually or in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which aggregate would not have a Material Adverse Effect material adverse effect on the Company.assets, business, financial

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, or violate other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of the Company any filing with, and its Subsidiaries or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by except as set forth in Section 3.2(c) of the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) Disclosure Schedule conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which any contract listed in Section 3.4 of the Company Disclosure Letterand its 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 Lien upon any of its assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver that Security Interest would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations, results of operations of the Company and its Subsidiaries taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect on the Company; (dEffect"). Except as set forth in Section 3.2(c) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderDisclosure Schedule, writ, injunction, decree, statute, rule or regulation applicable to neither the Company, Company nor any of its properties Subsidiaries needs to obtain any authorization, consent, or assetsapproval of, other than or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to obtain such conflictsauthorizations, violationsconsents, defaultsapprovals, breachesdeclarations, cancellations filings or accelerations referred to in clauses (a) through (e) (inclusive) hereof which registrations would not have a Material Adverse Effect on Effect. The parties acknowledge and agree that with respect to the Companyshares of International Golf to be transferred to Buyer or its designee, such shares will not be transferred until the parties have provided the corresponding concentration notification established in Article 20 of the Mexican Federal Competition Law (Ley Federal de Competencia Economica) to the Mexican Economic Competition Commission ("ECC") in the event said notification is to be applicable to the transaction. Thus, it is understood by both parties that the transaction related to the Subsidiary will legally and economically take place only after the notification of concentration mentioned above has been officially filed with the ECC.

Noncontravention. Subject to receipt To the knowledge of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia808 Renewable, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (a) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or violate other restriction of any government, governmental agency or court to which 808 Renewable is subject or any provision of the Company Charter Articles of Incorporation or the Bylaws; Bylaws of 808 Renewable or (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver notice under, any contract listed in Section 3.4 agreement, contract, lease, license, instrument or other arrangement to which 808 Renewable is a party or by which 808 Renewable is bound or to which any of the Company Disclosure Letter808 Renewable’s assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, cancellation or failure to obtain consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of 808 Renewable, other than the filing of the Articles of Exchange with the Nevada Secretary of State in accordance with Section 92A.200 of the Nevada Revised Statutes, and other than filings that may be required by applicable federal and state securities laws, 808 Renewable does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyhereby will (i) violate any constitution, will: (a) conflict with statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which either Company or the DCI Subsidiary is subject or any provision of the Company Charter Limited Partnership Agreement of DCI, the Articles of Incorporation and Bylaws of DII or the Bylaws; (b) require on the part constituent documents of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyeither DCI Subsidiary, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver underother arrangement to which either Company or the DCI Subsidiary is a party or by which it is bound , any contract including those listed in Section 3.4 section 4(p) of the Company Disclosure LetterSchedule, except for or to which any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent of their assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; Companies' or the DCI Subsidiary's assets), except (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable other than with respect to the CompanyLimited Partnership Agreement of DCI, any the Articles of its properties Incorporation and Bylaws of DII and the constituent documents of the DCI Subsidiary) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which Security Interest would not have a Material Adverse Effect material adverse effect on the Company.business, financial condition, operations, or results of operations of the Companies and the DCI Subsidiary or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except for the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxx, the Companies do not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation Company or any other document contemplated hereby by the Company or its Subsidiaries nor the performance of its or their obligations hereunder and thereunder, as applicable, or consummation of the transactions contemplated hereby, will: hereby and thereby will (a) conflict with or violate any provision of the Organizational Documents of the Company Charter or the Bylaws; and its Subsidiaries, (b) require on the part assuming compliance by Parent and Merger Sub with Section 4.03, conflict with or violate any Law or other restriction of any Governmental Authority to which the Company any filing with, or any permit, authorization, consent of its Subsidiaries or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s their respective properties or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target assets is subject or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) with or without notice, lapse of time or both, conflict with, result in a breach or violation of, constitute (with or without due notice or lapse of time or both) a default under, result in the termination (or right of termination), cancellation (or right of cancellation), creation or acceleration of(or rights thereto) of any rights or obligations under, create result in the creation of any party Liens, other than Permitted Liens, upon any of the right to accelerate, terminate, modify respective properties or cancelassets of the Company or any of its Subsidiaries under, or require any notice, consent or waiver notice under, any contract listed Material Contract, except, in Section 3.4 the case of clauses (b) and (c), where the Company Disclosure Letter, except for any conflict, breach, violation, default, acceleration, right to accelerateright, termination, modification, cancellation, creation or acceleration, or failure to obtain consent or provide notice, consent or waiver that would not reasonably be expected to have be material to the Company and its Subsidiaries taken as a Material Adverse Effect whole. Except for the applicable requirements of the HSR Act and the filing of the Certificate of Merger, and except as set forth on the Company; (d) result Schedule 3.03 in the imposition Disclosure Schedule, neither the execution and delivery of any Security Interest upon any assets this Agreement or the documents contemplated hereby nor the performance or consummation of the Company; transactions contemplated hereby and thereby will require any consent or (e) violate approval of, notice to or declaration or filing with any order, writ, injunction, decree, statute, rule Governmental Authority or regulation applicable other Person with respect to the Company, Company or any of its properties or assetsSubsidiaries, other than such conflictsconsents, violationsapprovals, defaultsnotices, breachesdeclarations or filings the failure of which to obtain would not, cancellations individually or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the transactions contemplated hereby.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of any of the Company any filing with, and its Subsidiaries or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, permit, instrument, or waiver under, other arrangement to which any contract listed in Section 3.4 of the Company Disclosure Letter, except for and its Subsidiaries is a party or by which it is bound or to which any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent of its assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of its assets), except as set forth in §4(c) of the Company; Disclosure Schedule or (e) violate any orderexcept where the violation, writconflict, injunctionbreach, decreedefault, statuteacceleration, rule termination, modification, cancellation, failure to give notice, or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which Security Interest would not have a Material Adverse Effect on Effect. None of the CompanyCompany and its Subsidiaries need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except as set forth in §4(c) of the Disclosure Schedule or except where the failure to give, make, or obtain any such authorization, consent, or approval would not have a Material Adverse Effect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which the Company is subject or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by except as set forth in Section 4(b) of the Target or the Merger SubDisclosure Schedule, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, notice or consent or waiver under, under any contract listed in Section 3.4 of Contract to which the Company Disclosure Letteris a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Encumbrances upon any of its assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, noticefailure to give notice or obtain consent, consent or waiver that would the Encumbrance could not reasonably be expected to have a Material Adverse Effect on Effect; provided that in no event shall the Company; (d) result in failure of Parent or the imposition Company to have obtained any consent from any third party under any Contract or Permit constitute a breach of any Security Interest upon any assets of the Company; representations, warranties, covenants or (eagreements made by Parent or the Company in this Agreement. To the Knowledge of the Company and except for the notices and consents described in Section 6(b) violate below, the Company is not required to give notice to, make any orderfiling with, writor obtain any authorization, injunctionconsent, decreeor approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, statuteexcept where the failure to give notice, rule to file, or regulation applicable to the Companyobtain any authorization, any of its properties consent, or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred approval could not reasonably be expected to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of Assuming that the Company Stockholder ApprovalGovernmental Requirements, compliance with the applicable requirements of the Securities Act and any applicable state securities laws Third Party Consents and the filing of License Consents will be satisfied, made or obtained and will remain in full force and effect and the Articles of Merger as required by the Commonwealth of Virginiaconditions set forth in Article VII hereof will be satisfied, neither the execution and execution, delivery of this Agreement by the Company, nor the consummation or performance by the Company of this Agreement or any of the transactions other Transaction Documents to which the Company is a party nor the consummation of the Transactions contemplated hereby, hereby or thereby will: (a) conflict with or violate result in any provision breach of the certificate of incorporation of the Company Charter or the Bylaws; Amended and Restated By-Laws of the Company or the certificate of incorporation or by-laws of the Subsidiary, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, suspension, modification or acceleration of any obligation under, or result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancelcreation of a Lien (other than Permitted Liens) under, or otherwise require any notice, the consent or waiver of, or notice to, any other party under, any contract listed in Section 3.4 of the Company Disclosure LetterMaterial Contract, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (ec) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, the Subsidiary or any of its their respective properties or assets, other than such conflictsexcept in the case of clause (b) or (c), for violations, breaches, defaults, breachesrights or Liens (other than Permitted Liens) which (i) purport to become effective upon the occurrence of the Bankruptcy Case, cancellations or accelerations referred to (ii) individually or in clauses (a) through (e) (inclusive) hereof which the aggregate, would not have (x) materially adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a Material Adverse Effect on party or (y) materially impair the Company's ability to conduct its business after the Closing substantially as it was conducted immediately prior to the Closing.

Noncontravention. Subject to receipt The execution, delivery and performance by each of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery Parent Parties of this Agreement by and the Company, nor other Transaction Documents to which it is a party and the consummation by the Company Parent Parties of the transactions contemplated herebyhereby and thereby do not and will not (i) assuming receipt of the Required Parent Stockholder Approval, will: (a) contravene, conflict with with, or violate result in any violation or breach of any provision of the Company Charter or the Bylaws; (b) require on the part any Governing Document of any of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyParent Parties, (ii) those required assuming compliance with the matters referred to be made by the Target or the Merger Subin Section 5.03, and violate any Applicable Law, (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of any of the Parent Parties or any of their Subsidiaries, or (iv) require any consent from or other action, or notice to or payment to any Person under, or constitute a breach ofdefault or an event that, constitute (with or without due notice or lapse of time or both) , would constitute a default under, result in the acceleration violation or breach of, create in or give rise to (x) any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellationcancellation or acceleration of any right or obligation of any of the Parent Parties or any of their Subsidiaries or (y) a loss of any benefit to which any of the Parent Parties or any of their Subsidiaries’ is entitled under any provision of any agreement or other instrument binding upon any of the Parent Parties or any of their Subsidiaries with only such exceptions, noticein the case of clauses (ii), consent (iii) and (iv) as would not, individually or waiver that would not in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder ApprovalThe execution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery performance of this Agreement and each Ancillary Agreement to which any DSAC Party is (or is specified to be) a party by the Company, nor DSAC Parties and the consummation by the Company of the transactions contemplated hereby, will: hereby and thereby do not and will not (a) contravene, conflict with or violate any provision of of, or result in the Company Charter breach of, any Applicable Law, or the Bylaws; certificate of incorporation, bylaws or other organizational documents of any DSAC Party or any Subsidiary of any DSAC Party, (b) require on assuming the part receipt of the Company any filing withconsents, or any permitapprovals, authorizationauthorizations and other requirements set forth in Section 6.03, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, violate or result in a breach ofof any term, constitute condition or provision of any material Contract to which any DSAC Party or any Subsidiary of any DSAC Party is a party or by which any DSAC Party or any Subsidiary of any DSAC Party is bound, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without due notice or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of any material Contract, or (c) result in the creation of any Lien (except for Permitted Liens) upon any of the properties or assets of any DSAC Party or any Subsidiary of any DSAC Party or constitute an event which, after notice or lapse of time or both) a default under, would reasonably be expected to result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflictsuch violation, breach, defaulttermination or creation of a Lien, accelerationexcept in each case of clauses (a), right (b) and (c) above to accelerate, termination, modification, cancellation, notice, consent or waiver the extent that the occurrence of each of the foregoing would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result be, individually or in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderaggregate, writ, injunction, decree, statute, rule or regulation applicable material to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have DSAC Parties as a Material Adverse Effect on the Companywhole.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaHart-Scoxx-Xxxxxx Xxx, neither xxither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part Governing Documents of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyits Subsidiaries, (ii) those required violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to be made by which the Target Company or the Merger Subany of its Subsidiaries is subject, and (iii) any filingwith or without notice, permitlapse of time (or both), authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any Material Contract which the Company or any of its Subsidiaries is a party to or bound by or to which any of their assets are subject, consent or waiver under, (iv) result in the imposition of any contract listed in Section 3.4 Lien (other than Permitted Encumbrances) upon any of the assets of the Company Disclosure Letteror any of its Subsidiaries under Material Contract to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except for any conflictexcept, breachin the case of clauses (ii), default(iii) and (iv), accelerationas would not, right to accelerateindividually or in the aggregate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on or prevent or delay the Company; (d) result in consummation of the imposition transactions contemplated hereby. The Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Security Interest upon any assets of government or governmental agency in order for the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable Parties to consummate the Company, any of its properties or assetstransactions contemplated by this Agreement, other than such conflicts(A) compliance with and filings under the Hart-Scoxx-Xxxxxx Xxx, violations(X) those that may be required solely by reason of Buyer being the buyer of the Shares and (C) those that the failure to make or obtain would not, defaultsindividually or in the aggregate, breaches, cancellations reasonably be expected to prevent or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on delay the Companyconsummation of the transactions contemplated hereby.

Noncontravention. Subject to Except as set forth in SCHEDULE 5.2 and assuming the receipt by Closing of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginiaall Required Consents, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: hereby will (ai) conflict with or violate result in a violation or breach of any term or provision of, nor constitute a default under, the Formation Documents of the Company Charter Acquired Companies or the Bylaws; (b) require on the part those of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (cii) contravene, conflict with, with or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) result in a default under, or result in the acceleration or cancellation of any obligation under, or give rise to a right by any person to terminate, cancel, modify or amend in any material respect its obligations under any Material Contract to which any Acquired Company or the Company is a party or by which any of them or their properties or assets are bound, (iii) contravene, conflict with or result in a violation of, create in or give any party Governmental Authority or other Person the right to accelerate, terminate, modify challenge the Transaction or cancel, to exercise any remedy or require obtain any notice, consent or waiver relief under, any contract listed in Section 3.4 legal requirement or any order, writ, injunction, judgment or decree to which the Company or any Acquired Company, or any of the assets owned or used by the Company Disclosure Letteror any Acquired Company, except for is subject, (iv) contravene, conflict with or result in a violation of any of the terms or requirements of any License held by the Company or any Acquired Company or that otherwise relates to the business or assets of any Acquired Company, or (v) result in the imposition or creation or perfection of any Lien upon or with respect to any asset or property owned, leased or used by the Company or any Acquired Company, or (vi) with the passage of time, the giving of notice, or the taking of any action by a third person, or any combination thereof, have any of the effects set forth in clauses (i) through (v) of this SECTION 5.2, except, with respect to clauses (ii), (iii), (iv) and (v), where such conflict, breachviolation, default, contravention, acceleration, right to accelerate, terminationcancellation, modification, cancellation, notice, consent amendment or waiver that Lien would not reasonably be expected to have a Material Adverse Effect on the Company; Effect. SCHEDULE 5.2 sets forth a complete and accurate list of (dA) result in the imposition all holders of any Security Interest upon any assets outstanding indebtedness of the Company; Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the an Acquired Company, the lessors of any real property leased by the Company or an Acquired Company and the holders of its properties any options or assetswarrants to which the Company or an Acquired Company is a party or bound, in each case whose Consent is required in connection with the Transaction, and (B) all other than such conflicts, violations, defaults, breaches, cancellations parties to any Material Contract to which the Company or accelerations referred to an Acquired Company is a party or bound whose Consent is required in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on connection with the Company.Transaction

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger Except as required by the Commonwealth of Virginiaset forth in DISCLOSURE SCHEDULE 3.5, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyhereby by the Company or any Subsidiary, will: will (a) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Authority to which the Company, any Subsidiary or the Business is subject (except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) or any provision of the articles or certificate of incorporation or bylaws of the Company Charter or the Bylawsany Subsidiary; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained except for such matters as would not reasonably be expected to have a Material Adverse Effect and except as set forth on the Company; (c) Disclosure Schedule 3.5, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, concession, joint venture agreement, partnership agreement, association, contract or waiver under, any contract listed in Section 3.4 of other arrangement to which the Company Disclosure Letter, except for or any conflict, breach, default, acceleration, right Subsidiary is a party or by which they are bound or to accelerate, termination, modification, cancellation, notice, consent which any of their assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of their assets). Except as set forth in DISCLOSURE SCHEDULE 3.5, neither the Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, qualification, order or approval of any Governmental Authority in connection with the Company's and any Subsidiary's execution, delivery and performance of this Agreement and the consummation of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would transactions contemplated hereby. Buyer will not have to undergo any certification or recertification by any person or entity as a Material Adverse Effect on result of the Companytransactions contemplated by this Agreement or its operation of the Business after Closing.

Noncontravention. Subject to receipt The execution, delivery and performance by such ICI Party of this Agreement, the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws Note Security Documents and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution other agreements and delivery of instruments referred to in this Agreement by the Company, nor to which it is or will be a party and the consummation by the Company of the transactions contemplated hereby, will: hereby and thereby (a) conflict with do not and will not violate its constitutional or violate any provision of the Company Charter or the Bylawsorganizational documents; (b) require on assuming compliance with the part of matters referred to in Section 4.03, do not violate any applicable law, rule, regulation, judgment, injunction, order or decree, except for any such matters which would not, individually or in the Company any filing withaggregate, or any permit, authorization, consent or approval of, any Governmental Entity, other than reasonably be expected to (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on ICI Alta or (ii) adversely affect or impair in any respect the Companyability of such ICI Party to perform its obligations under this Agreement; (c) conflict with, result in a breach ofdo not require any consent or other action by any Person, constitute (with or without due notice or lapse of time or both) a default under, result or give rise to any right of termination, cancellation or acceleration of any right or obligation of such ICI Party or to a loss of any benefit to which such ICI Party is entitled under any provision of any agreement or other instrument binding upon such ICI Party, except (i) for any consents or any other actions required to be obtained from or taken by Huntsman Corporation or any of its Subsidiaries, and (ii) for any such matters which would not, individually or in the acceleration ofaggregate, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to (A) have a Material Adverse Effect on ICI Alta or (B) adversely affect or impair in any respect the Companyability of such ICI Party to perform its obligations under this Agreement; and (d) result in the imposition of do not create, impose or give rise to any Security Interest upon Lien or any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable obligation to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect xxxxx x Xxxx on the CompanyAlta Interest, the HIH Interest or the B Notes.

Noncontravention. Subject to receipt Except as set forth in Section 2.4 of the Company Stockholder ApprovalDisclosure Schedule, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and subject to the filing of the Articles of Merger Delaware Certificate and Louisiana Certificate as required by the Commonwealth of VirginiaGCL and BCL, respectively, neither the execution and delivery by the Company of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter certificate of incorporation or bylaws of the Bylaws; Company, as amended to date, bylaws or other organizational document of any Subsidiary (as defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a 'Governmental Entity'), other than (i) those required solely by reason of except for such permits, authorizations, consents and approvals for which the Target’s or the Merger Sub’s participation in the transactions contemplated herebyCompany is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of or instrument to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets is subject, except for (i) any conflict, breach, default, acceleration, right termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which the Company is obligated to accelerateuse its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation which, cancellationindividually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver that the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their properties or assets. For purposes of this Agreement: 'Security Interest' means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than such conflicts(i) mechanic’s, violationsmaterialmen’s, defaultsand similar liens, breaches(ii) liens arising under worker’s compensation, cancellations or accelerations referred unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in clauses each case arising in the Ordinary Course of Business (aas defined below) through (e) (inclusive) hereof which would of the Company and not have a Material Adverse Effect on material to the Company; and 'Ordinary Course of Business' means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Subject to receipt Except as set forth in Section 2.4 of the Company Stockholder ApprovalDisclosure Schedule, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and subject to the filing of the Articles Agreement of Merger as required by the Commonwealth of VirginiaCalifornia Corporations Code, neither the execution and delivery by the Company of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter articles of incorporation or bylaws of the Bylaws; Company, as amended to date, bylaws or other organizational document of any Subsidiary (as defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than (i) those required solely by reason of except for such permits, authorizations, consents and approvals for which the Target’s or the Merger Sub’s participation in the transactions contemplated herebyCompany is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of or instrument to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets is subject, except for (i) any conflict, breach, default, acceleration, right termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which the Company is obligated to accelerateuse its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation which, cancellationindividually or in the aggregate, would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver that the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company; Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of its their properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than such conflicts(i) mechanic’s, violationsmaterialmen’s, defaultsand similar liens, breaches(ii) liens arising under worker’s compensation, cancellations or accelerations referred unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in clauses each case arising in the Ordinary Course of Business (aas defined below) through (e) (inclusive) hereof which would of the Company and not have a Material Adverse Effect on material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement by the Company, MLP Entities nor the consummation by the Company MLP Entities of the transactions contemplated herebyTransactions, will: nor compliance by the MLP Entities with any of the terms or provisions of this Agreement, will (a) assuming that the MLP Unitholder Approval is obtained, conflict with or violate any provision of the Company MLP Charter Documents or any of the Bylaws; comparable organizational documents of the other MLP Group Entities, (b) require on assuming that the part of Consents referred to in Section 3.5 and the Company any filing with, third party consents or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract approvals listed in Section 3.4 of the Company MLP Disclosure LetterLetter and the MLP Unitholder Approval are obtained and the filings referred to in Section 3.5 are made, (i) violate, in any material respect, any Law or Order applicable to the MLP Group Entities or by which they or any of their respective properties or assets may be bound or affected, (ii) violate or conflict with, in any material respect, or result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any material Lien upon any of the respective properties or assets of, the MLP Group Entities under any Permit (including any Environmental Permit) to which any of the MLP Group Entities is a party or by which they or any of their respective properties or assets may be bound or affected, (iii) violate or conflict with, or result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the MLP Group Entities under any Contract to which any of the MLP Group Entities is a party or by which they or any of their respective properties or assets may be bound or affected, except for any conflict, such breach, default, acceleration, right to accelerateviolation, termination, modification, cancellation, noticecreation, consent acceleration, loss or waiver that default that, individually or in the aggregate, would not reasonably be expected to have a an MLP Material Adverse Effect on the Company; or (div) result in the imposition exercisability of any Security Interest upon right to purchase or acquire any assets material asset of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyMLP Group Entities.

Noncontravention. Subject to receipt of the Company Stockholder Requisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth State of VirginiaTexas, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s 's or the Merger Sub’s 's participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements HSR Act and except as set forth on Section 3.1(c) of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyhereby will (i) violate any applicable statute, will: regulation, law, rule or common law doctrine, (aii) conflict with violate any judgment, order, decree, stipulation, injunction, or violate other restriction of any governmental body, governmental agency or court to which the Company is subject, (iii) breach any provision of the Company Charter Articles of Incorporation or the Bylaws; (b) require on the part By-laws of the Company any filing withCompany, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (civ) conflict with, result in a breach of, constitute a default under (with or without due notice or lapse of time time, or both) a default under), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver notice under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition creation of any Security Interest upon any assets of the Company; 's (or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties Subsidiaries') assets pursuant to the terms of, any contract, agreement, lease, sublease, license, sublicense, franchise, permit, indenture, agreement for borrowed money, instrument of indebtedness, Security Interest or other binding arrangement to which the Company (or any of its Subsidiaries) is a party or by which it is bound or to which any of its assets are subject, except, in the case of clauses (i) and (iv) above, for those violations or breaches which would not, individually or in the aggregate, have a Material Adverse Effect. Except pursuant to the HSR Act and as set forth on Section 3.1(c) of the Disclosure Schedule, the Company is not required to give any notice to, make any material filing with, or obtain any authorization, consent, or approval of any government, governmental agency or court, or any other Person in order for the parties to consummate the Acquisition and the transactions contemplated by this Agreement or in order that the Acquisition and such transactions not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of the Company's (or any of its Subsidiaries') assets, other than such conflictspursuant to the provisions of any material agreement, violationsarrangement or understanding or any material license, defaults, breaches, cancellations franchise or accelerations referred to in clauses (a) through (e) (inclusive) hereof which permit except as would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of Except as set forth on Schedule 4.4 attached hereto, the Company Stockholder Approvalexecution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery performance of this Agreement by the Company, nor Company and the consummation by the Company of the transactions contemplated hereby, will: will not (ai) violate or conflict with any provision of any law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets is bound, (ii) require the consent, waiver, approval, license or authorization of, notification of, or any filing by the Company with any governmental authority or any other person or entity (other than the filing of a pre-merger notification report under the HSR Act (as hereinafter defined), the filing with and clearance by the Securities Exchange Commission (the "SEC") of the Proxy Statement (as hereinafter defined) and the approval of the Company's stockholders in the manner set forth in Section 6.3), (iii) conflict with or violate result in any breach of any provision of the Company Charter or the Bylaws; (b) require on the part Organizational Documents of the Company any filing withor the respective organizational documents of the Subsidiaries, or any permit(iv) violate, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach ofof or the acceleration of any obligation under, or constitute a default (or an event which with or without due notice or the lapse of time or bothboth would become a default) a default under, or give to others any right of termination, payment, amendment, acceleration or cancellation of, or result in the acceleration of, create in creation of a lien or other encumbrance on any party the right to accelerate, terminate, modify property or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 asset of the Company Disclosure Letteror any Subsidiary pursuant to any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which the Company or any Subsidiary is subject or by which the Company or any Subsidiary or any of their property or assets is bound, except for any conflictwith respect to clauses (i), breach(ii) and (iv) where such violations, defaultconflicts, accelerationbreaches, right defaults, or the failure to accelerate, termination, modification, cancellation, give such notice, consent make such filing, or waiver that obtain such authorizations, consents or approvals, would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (as hereinafter defined) on the Company; (d) result . As used in this Agreement, the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.term "

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements HSR Act and except as set forth on Section 3.1(c) of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyhereby will (i) violate any applicable statute, will: regulation, law, rule or common law doctrine, (aii) conflict with violate any judgment, order, decree, stipulation, injunction, or violate other restriction of any governmental body, governmental agency or court to which the Company is subject, (iii) breach any provision of the Company Charter Articles of Organization or the Bylaws; (b) require on the part Operating Agreement of the Company any filing withCompany, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (civ) conflict with, result in a breach of, constitute a default under (with or without due notice or lapse of time time, or both) a default under), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver notice under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition creation of any Security Interest upon any assets of the Company; 's (or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties Subsidiaries') assets pursuant to the terms of, any contract, agreement, lease, sublease, license, sublicense, franchise, permit, indenture, agreement for borrowed money, instrument of indebtedness, Security Interest or assetsother binding arrangement to which the Company (or any of its Subsidiaries) is a party or by which it is bound or to which any of its assets are subject, other than such conflictsexcept, violations, defaults, breaches, cancellations or accelerations referred to in the case of clauses (ai) through and (eiv) (inclusive) hereof above, for those violations or breaches which would not not, individually or in the aggregate, have a Material Adverse Effect Effect. Except pursuant to the HSR Act and as set forth on Section 3.1(c) of the Disclosure Schedule, the Company is not required to give any notice to, make any material filing with, or obtain any authorization, consent, or approval of any government, governmental agency or court, or any other Person in order for the parties to consummate the Acquisition and the transactions contemplated by this Agreement or in order that the Acquisition and such transactions not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of the Company's (or any of its Subsidiaries') assets, pursuant to the provisions of any material agreement, arrangement or understanding or any material license, franchise or permit.

Noncontravention. Subject to receipt The execution, delivery and performance by each of Seller and its Affiliates of any of the Company Stockholder ApprovalTransaction Documents to which Seller or such Affiliates is or will be a party, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby and thereby do not and will not (1) violate or conflict with the organizational documents of each of Seller and such Affiliates , will: or any Acquired Company or the Subsidiary, (a2) assuming compliance with the matters referred to in Section 3.03, contravene or conflict with or violate constitute a violation of any provision of the Company Charter any Law binding upon or the Bylaws; (b) require on the part applicable to each of the Company any filing withSeller and such Affiliates, or any permitAcquired Company or the Subsidiary, authorization(3) with or without the giving of notice or the lapse of time, consent or approval ofboth, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of each of Seller and such Affiliates, or any Acquired Company or the Subsidiary, or to a loss of any benefit to which each of Seller and such Affiliates, or any Acquired Company or the Subsidiary is entitled, under any provision of any agreement, contract or other instrument to which each of Seller and such Affiliates, or any Acquired Company or the Subsidiary, is a party or by which any of them or their respective properties or assets is bound or (4) result in the creation or imposition of any Lien (other than Permitted Liens not affecting the Shares) upon or with respect to any Acquired Company, the Subsidiary, any Governmental Entity, other than (i) those required solely by reason of the Target’s their respective properties or assets or the Merger Sub’s participation Shares, except, in the transactions contemplated herebycase of clauses (2), (ii3) those required to be made by the Target and (4), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or the Merger Subloss that would not, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have be reasonably expected to, have, individually or in the aggregate, a Material Adverse Effect on or materially impair the Company; (c) conflict with, result in a breach of, constitute (with ability of Seller to deliver the Shares at the Closing or without due notice for Seller or lapse of time or both) a default under, result in the acceleration of, create in any party the right its Affiliates to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyperform their obligations hereunder.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: shall (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Entity to which any of Parent and its Subsidiaries is subject or any provision of the Company Charter or the Bylaws; (b) require on the part certificate of the Company any filing withincorporation, as amended, or any permitbylaws, authorizationas amended, consent of Parent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s Sub or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, mortgage, note, lease, license, instrument or waiver under, other arrangement to which Parent or Sub is a party or by which they are bound or to which any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent their respective material assets are subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties assets), except, where with respect to (i) and (ii) above the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred failure to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement or upon Target. Other than (A) the filings and/or notices in connection with the provisions of the Delaware Act or state securities laws and (B) such other consents, approvals, orders, authorizations, permits, filings, reports, or modifications that if not obtained or made would not reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement, neither Parent nor Sub need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Requisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth State of VirginiaDelaware, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the TargetBuyer’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target Buyer or the Merger Sub, Sub and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterSchedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement by nor the CompanyRelated Agreements, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby will conflict with or result in a breach of the Merger Agreement or the OfficeMax Consent or except as set forth on Section 3.3 of the Disclosure Schedule, will: (ai) conflict with or violate any provision result in a breach of the Company Charter certificate of incorporation or the Bylaws; (b) require on the part of the Company any filing withbylaws, or any permit, authorization, consent other organizational documents of ODP or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebySeller, (ii) those required violate any material law or Decree to be made by the Target which ODP or the Merger SubSeller is, and or its respective assets or properties are, subject or (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent notice under any material Contract to which ODP or waiver under, any contract listed Seller is a party or by which it is bound except (A) in Section 3.4 of the Company Disclosure Letter, except for any conflictcase in clause (ii) where such violation, breach, default, acceleration, right to accelerateright, termination, modificationmedication, cancellation, notice, consent cancelation or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which notice would not have a Material Adverse Effect material adverse effect on the Companyability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. Other than the applicable requirements of the Antitrust Law and the Brand Filings, neither ODP nor Seller is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give or make or obtain any such notice, filing, authorization, consent or approval would not have a material adverse effect on the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement and the Related Agreements on a timely basis.

Noncontravention. Subject (i) The execution and delivery of this ---------------- Agreement by each of SPE, TGSC and SPCV does not, (ii) the execution and delivery of each Related Agreement to receipt which any of SPE, TGSC or SPCV is a party do not, and (iii) the consummation of the Transaction and compliance with the provisions of this Agreement and the Related Agreements to which any of SPE, TGSC or SPCV is a party will not, conflict with, or result in any violation of, default or breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Restriction upon any of the properties or assets of SPE or any of its Subsidiaries (excluding the Company) under (any such conflict, violation, default, breach, right of termination, cancellation or acceleration, loss or creation, a "SPE Violation"), (w) the organizational documents of SPE or the ------------- organizational documents of any of its Subsidiaries (other than the Company), (x) any Material Contract or Company Plan to which SPE or any of its Subsidiaries is a party or by which any of their respective properties or assets utilized in connection with the business of the Company Stockholder Approvaland the Company Subsidiaries are bound or affected, compliance other than SPE Violations which are immaterial in nature or which would not materially affect SPE's rights thereunder, where such SPE Violation would, individually or in the aggregate, (1) prevent or materially delay consummation of the Transaction, (2) otherwise prevent or materially delay SPE or any of its Subsidiaries (other than the Company) from performing their material obligations under such Contracts or Company Plans or the Related Agreements to which any of them is a party or (3) have, either individually or in the aggregate, an effect upon SPE, its Subsidiaries (other than the Company) or the Company which would constitute a Company Material Adverse Effect, (y) any judgment, order or decree of any Governmental Entity applicable to SPE or any of its Subsidiaries (other than the Company) or any of their respective properties or assets utilized in connection with the applicable requirements business of the Securities Act and any applicable state securities laws Company and the filing Company Subsidiaries or (z) any statute, law, ordinance, rule or regulation of any Governmental Entity applicable to SPE or any of its Subsidiaries or their respective properties or assets utilized in connection with the business of the Articles Company and the Company Subsidiaries where such SPE Violation under any such statute, law, ordinance, rule or regulation would, individually or in the aggregate, prevent or materially delay any of Merger as SPE, its Subsidiaries or the Company from performing their material obligations under this Agreement or any Related Agreements to which they are to be parties or have an effect upon SPE or the Company which would constitute a Company Material Adverse Effect. Assuming the accuracy of the last two sentences of Section 5.7, no Governmental Consents and Filings are required by or with respect to SPE or any of its Subsidiaries (other than the Commonwealth of Virginia, neither Company) in connection with the execution and delivery of this Agreement by or the Company, nor Transaction Agreements to which it is a party or the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental EntityTransaction, other than (i) those required solely by reason of the Target’s filing with the Federal Communications Commission set forth on Schedule 3.6(b) or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required where (x) the failure to be made by the Target or the Merger Sub, and (iii) obtain any filing, permit, such authorization, consent or approval or (y) the failure to make any such filing, would not, individually or in the aggregate, have an effect upon SPE, its Subsidiaries or the Company which if not made or obtained would not have constitute a Company Material Adverse Effect on Effect. Without limiting the Company; (c) conflict withforegoing, result in a breach ofassuming the accuracy of the last sentence of Section 5.4, constitute (with or without due notice or lapse neither the sale of time or both) a default under, result in the acceleration of, create in any party Purchased Interests by SPCV and TGSC to Purchaser nor the right to accelerate, terminate, modify or cancel, or acquisition by SPCV and TGSC of the Shares will require any notice, consent filing by the "ultimate parent entity" (as such term is defined in 16 C.F.R. (S)801.1(a)(3)) of SPE or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable pursuant to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on HSR Act and the Companyrules and regulations thereunder.