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

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1

Consents and Approvals; No Violations. Assuming receipt of the Company Stockholder Approval and adoption of this Agreement by Parent, as the sole stockholder of Merger Sub, and except for (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) applicable requirements of the Exchange Act, the Securities Act and any other applicable federal securities, takeover, state securities or "state “blue sky" ” laws, and (ii) the filing and recordation compliance with any applicable requirements of the Certificate of Merger as required by the DGCLOTC QB Markets or Nasdaq, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution filing of the Articles of Merger with the Secretary of State of Florida and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (c) as contemplated in Section 6.3, or (d) those items set forth in Section 3.6 of the Company Disclosure Schedule, none of the execution, delivery or performance of this Agreement by Harcxxxxthe Company, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor Transaction or compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (iA) conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation the Company or By-laws of Harcourt, NEC or SVACany Company Subsidiary, (iiB) require any filing by the Company with, notice to, or permit, authorization, consent or approval of, any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof (each, a “Governmental Entity”), (C) result in a violation or breach by the Company of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, Material Contract or any license, agreement franchise, permit, certificate, approval or other instrument similar authorization affecting or obligation relating in any way to, the assets or business of the Company or any Company Subsidiary to which Harcourt, NEC the Company or SVAC any Company Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound or bound, (iiiD) violate any orderfederal, writstate, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code rule, regulation, injunction, judgment, decree, statuteruling or other similar requirement enacted, rule adopted, promulgated or regulation applied by a Governmental Entity that is binding on or applicable to Harcourt, NEC the Company or SVAC any Company Subsidiary or any of their its properties or assetsassets (collectively, “Law” or “Laws”), or (E) result in the creation or imposition of any Encumbrance on any asset of the Company or any Company Subsidiary, excluding from the foregoing clauses (iiB), (C), (D) and (iiiE) such filings, notices, permits, authorizations, consents, approvals, violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, (I) prevent or materially delay consummation of the Merger, (II) otherwise prevent or materially delay performance by the Company of its material obligations under this Agreement or (III) have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ii) the "HSR Act"), the filing and recordation of the Certificate of Merger as required by the DGCLDGCL and as otherwise set forth in Section 2.6 to the Company Disclosure Schedule, no filing or registration with, no with or notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission or authority (a "Governmental Entity") is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Company Material Adverse Effect on HarcourtEffect. Except as set forth in Section 2.6 to the Company Disclosure Schedule, NEC or SVAC. (b) Neither neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate or articles of Incorporation incorporation or By-laws bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACany of its subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Company Disclosure Schedule and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (a) Except for (i) applicable requirements of the Exchange Act, (b) state securities laws ("Blue Sky Laws") or "blue sky" take-over laws, and (iic) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (d) the filing and recordation and acceptance for record by SDAT of the Certificate of Articles Supplementary with respect to the Series B Preferred Stock and Merger Certificate, each as required by the DGCLMGCL, or (e) approval by the Company's lenders and bondholders, no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any court or tribunal, or administrative governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Harcourt, NEC or SVACEffect. (b) Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACany of its subsidiaries, (ii) except as set forth in Section 3.6 of the Company Disclosure Schedule, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) except as set forth in Section 3.6 of the Company Disclosure Schedule or in this Section 3.6 violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its subsidiaries or any of their respective properties or assetsassets except, excluding from in the foregoing clauses case of (ii) and or (iii) ), for violations, breaches, defaults or such rights of termination, amendment, cancellation or acceleration or Liens which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Securities Act and state securities or "blue sky" sky laws, and (ii) neither the filing and recordation of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement or any Ancillary Agreements by Harcxxxx, XXC Parent and SVAC Sub nor the consummation by Harcxxxx, XXC Parent and SVAC Sub of the transactions contemplated hereby or thereby nor compliance by Harcourt, NEC Parent and SVAC Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificates of Incorporation incorporation or Byby-laws of Harcourt, NEC Parent or SVACSub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii), (iii) and (iiiiv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breachesbreaches or defaults would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourt, NEC Parent and will not materially impair the ability of Parent or SVAC. ARTICLE IV COVENANTS SECTION 4.1Sub to consummate the transactions contemplated hereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements The execution and delivery of the Exchange Act, state securities or "blue sky" lawsthis Agreement does not, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreementhereby and compliance with the provisions hereof will not, except where the failure to make such filingconflict with, registration breach or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to obtain such a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) except as disclosed on Schedule 3.4, any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrument, permit, authorizationconcession, consent franchise or approval license applicable to the Company or any of its Subsidiaries or their respective properties or assets ("Contracts"), or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order or decree ("Order"), or statute, law, ordinance, rule or regulation ("Law") applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, either individually or in the aggregate, would not have a Material Adverse Effect on HarcourtCompany MAE or prevent or materially delay the consummation of the Offer or the Merger. No Order, NEC consent, approval, authorization or SVAC. permit of, or registration, declaration or filing with, any federal, state, local or foreign government or any court, administrative or regulatory agency or commission or other governmental authority, agency or instrumentality (ba "Governmental Entity") Neither is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the Company or the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance except for (1) the filing of a premerger notification and report form by Harcourtthe Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, NEC as amended (the "HSR Act"); (2) the filing with the SEC of (A) the Proxy Statement relating to the Special Meeting as contemplated by Section 1.8 hereof, (B) the Schedule 14D-9, and SVAC (C) such reports under the Exchange Act as may be required in connection with any of this Agreement and the provisions hereof will transactions contemplated hereby; (i3) conflict with or result in any breach of any provision the filing of the Certificate of Incorporation Merger with the Secretary of State and appropriate documents with the Pennsylvania Securities Commission required to comply with an exemption from the Pennsylvania Takeover Disclosure Law; and (4) such filings, consents, approvals, Orders or By-laws authorizations the failure of Harcourtwhich to be made or obtained would not, NEC either individually or SVACin the aggregate, (ii) result in have a violation Company MAE or breach of, prevent or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any materially delay the consummation of the terms, conditions Offer or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Merger.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the The execution and delivery of this Agreement by Harcxxxx, XXC EMKT and SVAC nor Top Team and the consummation by Harcxxxx, XXC EMKT and SVAC Top Team of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof Transactions will not: (i1) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-laws Laws of HarcourtEMKT or Top Team; (2) violate any statute, NEC ordinance, rule, regulation, order or SVACdecree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement franchise, permit, agreement, lease or other instrument or obligation to which Harcourt, NEC EMKT or SVAC is a party or by which any of them Top Team or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assetsbound, excluding from the foregoing clauses (ii3) and (iii4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults or such rights which defaults, conflicts and liens which, in the aggregate aggregate, would not have a Material Adverse Effect material adverse effect on Harcourtthe business, NEC properties, assets, liabilities, operations, results of operations, conditions (financial or SVAC. ARTICLE IV COVENANTS SECTION 4.1otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. (a) Except for (ias set forth in Schedule 4.2.3(a) applicable requirements of the Exchange ActCrescent Disclosure Schedule, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation performance by Harcxxxx, XXC and SVAC Crescent of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-laws of Harcourt, NEC Crescent or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of of, any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or other similar instrument or obligation to which Harcourt, NEC Crescent or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Harcourt, NEC or SVAC which Crescent or any of their properties or assetsits Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) violationssuch requirements, defaults, breaches, defaults rights or such rights which violations (A) that would not, in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Harcourtthe ability of Crescent to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, NEC or SVACfacts pertaining to, the Company. ARTICLE IV COVENANTS SECTION 4.1(b) Except as set forth in Schedule 4.2.3(b) of the Crescent Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Crescent or the performance by Crescent of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Crescent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts pertaining to, the Company. 4.2.4

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, HSR Act and any applicable state securities or "blue sky" takeover laws, and (ii) neither the filing and recordation of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Stockholder nor the consummation by Harcxxxx, XXC and SVAC it of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate its certificate of Incorporation incorporation or Byby-laws of Harcourt, NEC or SVAClaws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC or SVAC the Stockholder is a party or by which any of them it or any of their its properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC it or any of their its properties or assets, excluding from except in the foregoing case of clauses (iiiii) and (iiiiv) for violations, breachesbreaches or defaults, defaults or such rights of termination, amendment, cancellation or acceleration, which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the The execution and delivery of this Agreement by Harcxxxxthe Company do not, XXC and SVAC nor the performance by the Company of this Agreement and the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by HarcourtTransactions will not, NEC and SVAC with any of the provisions hereof will (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation Company Charter or By-laws of Harcourt, NEC or SVACthe Company Bylaws, (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument obligation, whether written or obligation oral (“Contract”), to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or is bound, (iiic) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assetsassets or (d) other than in connection with or compliance with (i) the DGCL, excluding from the foregoing clauses (ii) and requirements under other state corporation Laws, (iii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other Antitrust Laws, (iv) Securities Exchange Rules, (v) the Exchange Act and (vi) such filings as may be required under Chapter 80B of the Minnesota Statutes, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case of clauses (b), (c) and (d), for such violations, breachesbreaches or defaults that, defaults or such rights filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1and would not materially adversely affect the ability of the Company to consummate the Transactions.

Consents and Approvals; No Violations. (a) Except for (ias set forth in Schedule 4.3.3(a) applicable requirements of the Exchange ActBuyer Disclosure Schedule, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation performance by Harcxxxx, XXC and SVAC Buyer of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation formation or By-laws operating agreement (or other governing or organizational documents) of Harcourt, NEC Buyer or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of of, any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or other similar instrument or obligation to which Harcourt, NEC Buyer or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Harcourt, NEC or SVAC which Buyer or any of their properties or assetsits Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) violationssuch requirements, defaults, breaches, defaults rights or such rights which violations (A) that would not, in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Harcourtthe ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, NEC or SVACfacts pertaining to, the Company. ARTICLE IV COVENANTS SECTION 4.1(b) Except as set forth in Schedule 4.3.3(b) of the Buyer Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Buyer or the performance by Buyer of its obligations hereunder, except (i) the filing of the Articles of Merger in accordance with the MGCL and the Certificate of Merger in accordance with the DLLCA and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. 4.3.4

Consents and Approvals; No Violations. (a) Except for (i) the filings set forth on Section 3.4 of the Company's Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or "blue sky" sky laws, and (ii) the filing and recordation of NCBCA, neither the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or By-laws the Bylaws of Harcourt, NEC the Company or SVACof any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of payment, termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Agreements") or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii) and clause (iii) such violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourtthe Company and its Subsidiaries, NEC taken as a whole and which will not materially impair the ability of the Company to consummate the transactions contemplated hereby. Section 3.4 of the Company's Disclosure Schedule sets forth a list of any consents required to be obtained in connection with the Agreements prior to the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 3.4 of the Company's Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or SVACotherwise bound by any contract or agreement (whether written or oral) providing for any severance or other payment upon or following a change of control of the Company. ARTICLE IV COVENANTS SECTION 4.1Section 3.4 describes in reasonable detail the nature and amount of any such severance or other payments.

Consents and Approvals; No Violations. (a) Except as set forth in Section 4.5 of the Company Disclosure Statement, and except for (i) filings and Permits as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including the filing with the SEC of the Exchange ActRegistration Statement), state securities or "blue sky" lawslaws ("BLUE SKY LAWS"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC none of the transactions contemplated by this Agreementexecution, except where the failure to make such filing, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation Company Charter or Byby-laws of Harcourtthe Company or of the similar organizational documents of any of its material Subsidiaries; (b) require any filing, NEC registration, qualification, declaration or SVACdesignation with or Permit of, or termination of any waiting period requirement (iieach an "AUTHORIZATION") by, any federal, state, local or foreign government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "GOVERNMENTAL ENTITY"); (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, lease, Permit, concession, franchise, license, contract, agreement or other instrument instrument, arrangement, understanding or obligation (each a "CONTRACT") to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound; or (iiid) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (iib), (c) and or (iiid) for failures to obtain Authorizations, violations, breachesbreaches or defaults that would not, defaults individually or such rights which in the aggregate would not aggregate, reasonably be expected have a Material Adverse Effect on Harcourt, NEC the Company or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the consummation of the Offer or the Merger.

Consents and Approvals; No Violations. (a) Except for (i) the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act, state securities or "blue sky" laws, and ”): (iii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect of, any Governmental Entity is necessary on Harcourtthe part of such Rollover Shareholder for the execution, NEC or SVAC. (b) Neither the execution delivery and delivery performance of this Agreement by Harcxxxxsuch Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby; and (ii) neither the execution, XXC and SVAC delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by Harcxxxx, XXC and SVAC such Rollover Shareholder of the transactions contemplated hereby hereby, nor compliance by Harcourt, NEC and SVAC such Rollover Shareholder with any of the provisions hereof will shall (iA) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on such Rollover Shareholder or his, her or its properties or assets, (B) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder (as applicable), (C) result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVAC, (ii) result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration) under, result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC or SVAC such Rollover Shareholder is a party or by which any of them such Rollover Shareholder or any property or asset of their properties or assets may be such Rollover Shareholder is bound or affected, or (iiiD) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC such Rollover Shareholder or any of their such Rollover Shareholder’s properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange HSR Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no permit, authorization, consent or approval of any public body or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC the Buyer of the transactions contemplated by this Agreement, except where Agreement or the failure Ancillary Agreements; provided that no representation or warranty is made as to make any such filing, registration or notice or to obtain such approval that may be required by reason of the effect of the transactions contemplated hereby on any permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC held by the Company or SVACany of its Subsidiaries. (b) Neither the execution and delivery of this Agreement or the Ancillary Agreements by Harcxxxx, XXC and SVAC the Buyer nor the consummation by Harcxxxx, XXC and SVAC the Buyer of the transactions contemplated hereby or thereby nor compliance by Harcourt, NEC and SVAC the Buyer with any of the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of the Certificate charter or bylaws of Incorporation or By-laws of Harcourt, NEC or SVACthe Buyer, (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Buyer or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiic) assuming that the filings referred to in the first sentence of this Section 3.3 are duly and timely made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Buyer, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing clauses case of (iib) and (iiic) for violations, breaches, breaches or defaults or such rights which are not in the aggregate would not reasonably likely to have a Buyer Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for (i) Permits as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, Act and applicable foreign and state securities or "blue sky" lawssky laws and the HSR Act, and (ii) neither the filing and recordation of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate Organizational Documents of Incorporation the Company or By-laws any of Harcourt, NEC or SVACits material Subsidiaries, (iib) require the Company to make any filing with, provide any notice to, or obtain any Permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (c) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 3.3(d), result in a violation or breach of, require any -------------- notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non- renewal or require any prepayment or offer to purchase any debt) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Material Contract to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them the Company's or any of their its Subsidiaries' properties or assets may be bound or bound, (iiie) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Harcourt, NEC the Company or SVAC any of its Subsidiaries or any of their respective properties or assetsassets or (f) result in the loss, excluding from forfeiture, revocation, termination or diminution of any Permit, except in the foregoing case of clauses (iib), (c), (d), (e) and (iii) f), for violations, breaches, defaults defaults, losses, forfeitures, revocations, terminations or such rights diminutions which would not, individually or in the aggregate would not have aggregate, cause a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) ------------------------------------- any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities securities, "Blue Sky" or "blue sky" takeover laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCLDGCL and (iii) those required filings, registrations, consents and approvals listed on Exhibit 6.4 attached hereto, no material filing or ----------- registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permitmaterial Permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourtof, NEC any public body or SVAC. (b) Neither authority is necessary or required in connection with the execution and delivery of this Agreement by HarcxxxxDart or for the consummation by Dart of the transactions contemplated by this Agreement. Assuming that all filings, XXC registrations, Permits, authorizations, consents and SVAC approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof Dart will (i) conflict with or result in any breach of any provision of the Certificate Certificates of Incorporation Incorporation, by-laws, partnership or By-laws joint venture agreements or other organizational documents of Harcourt, NEC or SVACany of the Dart Companies, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any diminution of any of the rights of the Dart Companies with respect to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement Contract or other instrument or obligation to which Harcourt, NEC or SVAC any of the Dart Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC any of the Dart Companies or any of their properties or assetsassets except, excluding from in the foregoing clauses case of subsections (ii) and or (iii) above, for violations, breaches, breaches or defaults or such rights which in the aggregate that would not have a Material Adverse Effect on Harcourt, NEC the Dart Companies and that will not prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Subject to (a) Except for (i) applicable requirements the filing of the Exchange ActCertificates of Merger with the Secretary of State of the State of Delaware and with the Secretary of State of the State of Connecticut, state securities or "blue sky" lawsrespectively, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither compliance with applicable federal and state securities laws, the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not: (i) violate or conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws Laws of Harcourt, NEC or SVACthe Company, (ii) result in a violation or breach ofbreach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, cancellation cancellation, modification or acceleration) acceleration under, or require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which Harcourt, NEC or SVAC the Company is a party party, or by which any of them the Company or any of their its properties or assets may be bound bound, or result in the creation of any lien, claim or encumbrance or other right of any third party of any kind whatsoever upon the properties or assets of the Company pursuant to the terms of any such instrument or obligation, (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decreedecree or other instrument of any federal, statutestate, rule local or regulation foreign court or governmental or regulatory body, agency, association, organization or authority applicable to Harcourt, NEC the Company or SVAC or any of their by which its properties or assetsassets may be bound, excluding from the foregoing clauses (ii) except for such violations and (iii) violations, breaches, defaults or such rights conflicts which in the aggregate would not have a Company Material Adverse Effect Effect, or (iv) require, on Harcourtthe part of the Company, NEC any filing or SVAC. ARTICLE IV COVENANTS SECTION 4.1registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained would not have a Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except as set forth in Section 3.6 of the Voyager Disclosure Schedule, and for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, the HSR Act, the rules of the NASD, and (ii) the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Voyager of this Agreement or the consummation by Voyager of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Harcourt, NEC or SVACVoyager. (b) Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC Voyager nor the consummation by Harcxxxx, XXC and SVAC Voyager of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC Voyager or SVACany of Voyager's subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC Voyager or SVAC any of Voyager's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC Voyager or SVAC any of Voyager's subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Voyager.

Consents and Approvals; No Violations. Subject to receipt of the Parent Shareholder Approval, the Company Shareholder Approval and the Required Limited Partners Approval and except (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Securities Act, state securities or "state “blue sky" ” laws, and (iib) the filing and recordation with the SEC of the Certificate Proxy Statement and the Form S-4 in which the Proxy Statement will be included as a joint prospectus, and declaration of effectiveness of the Form S-4, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and compliance with the rules and regulations of the NYSE, including approval of listing of such Parent Common Stock on the NYSE, (c) for (A) the acceptance for record by the SDAT of the Maryland Articles of Merger as required by and (B) the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this AgreementDelaware Merger Certificate with the DSOS and (d) as otherwise set forth in Section 4.5 of the Parent Disclosure Schedule, except where none of the failure to make such filingexecution, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxeach of the Purchaser Parties, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC each of the Purchaser Parties of the transactions contemplated hereby nor or compliance by Harcourt, NEC and SVAC each of the Purchaser Parties with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation or By-laws each of Harcourt, NEC or SVACthe Purchaser Parties, (ii) require any filing with, notice by, or permit, authorization, consent or approval of, any Governmental Entity, (iii) require any consent or notice under, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC or SVAC each of the Purchaser Parties is a party or by which any of them or any of their respective properties or assets may be bound bound, or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Harcourt, NEC or SVAC each of the Purchaser Parties or any of their respective properties or assets, excluding from any of the foregoing clauses (ii) and (iii) violationswhich would not, breaches, defaults individually or such rights which in the aggregate would not aggregate, (A) reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise reasonably be expected to prevent or materially delay performance by the Purchaser Parties of any of its material obligations under this Agreement or (C) reasonably be expected to have a Parent Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except as disclosed in Section 3.4 of the Disclosure Schedule and except for (i) the Company Shareholder Approval, the Merger Filing, and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act and state securities or "blue sky" sky laws, and (ii) neither the filing and recordation of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement or any Ancillary Agreements by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby or thereby nor compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or Byby-laws or similar organizational documents of Harcourt, NEC the Company or SVACof any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or result in the creation of any lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (a "Company Agreement") or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii) and ), (iii) or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breachesbreaches or defaults would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourtthe Company and its Subsidiaries, NEC taken as a whole, and will not materially impair the ability of the Company to consummate the transactions contemplated hereby or SVAC. ARTICLE IV COVENANTS SECTION 4.1by the Ancillary Agreements.

Consents and Approvals; No Violations. Assuming (a) Except for (i) the filings required under the HSR Act are made and the applicable requirements of the Exchange Act, state securities waiting periods thereunder have been terminated or "blue sky" lawshave expired, and (iib) the filing and recordation sale of the Certificate of Merger as required Shares by the DGCL, no filing or registration with, no notice Company pursuant to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for this Agreement has been approved and/or adopted by the consummation by Harcourt, NEC or SVAC shareholders of the transactions contemplated by this AgreementCompany, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC the Company and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will do not: (i) violate or conflict with or result in any breach of any provision of the Certificate Company Articles or the comparable governing documents of Incorporation or By-laws any of Harcourt, NEC or SVAC, its Subsidiaries; (ii) violate or conflict in any material respect with any statute, ordinance, rule, regulation, order or decree of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) except as set forth on Schedule 3.4(a) of the Company Disclosure Letter, require any material filing with, or material Permit, material consent or approval of, or the giving of any material notice to, any Governmental Entity or any other Person; or (iv) except as set forth on Schedule 3.4(b) of the Company Disclosure Letter, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or acceleration) acceleration under), result in the creation of any material Lien upon any of the properties or assets of any Operating Subsidiary or any of their respective Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right that becomes effective upon the occurrence of a merger, amalgamation, scheme of arrangement, consolidation or change of control under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, licensefranchise, Permit, Contract, arrangement, lease, franchise agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1are bound.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of To the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCLCompany's Knowledge, no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have of, any federal, state, local or foreign court or tribunal or administrative, governmental, arbitral or regulatory body, agency or authority (a Material Adverse Effect "Governmental Entity"), is required on Harcourtthe part of the Company or any of its Subsidiaries for the execution, NEC or SVAC. (b) Neither delivery and performance by the execution and delivery Company of this Agreement by Harcxxxx, XXC and SVAC nor or the Related Agreements or the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourtor thereby, NEC and SVAC with any except (a) pursuant to the applicable requirements of the provisions hereof Securities Act and the Exchange Act, (b) the filing of the Certificate of Merger pursuant to the DGCL, (c) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Company Material Adverse Effect, and (d) with respect to the Stock Purchase Agreement only, in connection with the requirements of the HSR Act and the rules and regulations in foreign jurisdictions governing antitrust or merger control matters. Neither the execution, delivery and performance of this Agreement or the Related Agreements by the Company, nor the consummation by the Company of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or By-laws bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACof any its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, alteration or acceleration, or result in the creation of a Lien on any property or asset of the Company or any of its Subsidiaries, or trigger any rights of first refusal) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties respective properties, capital stock or assets may be bound or result in the loss or impairment of the Company's or any of its Subsidiary's right to use the Company Intellectual Property, Company PVP Certificates or Company Germplasm, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) above for violations, breaches, defaults or such rights which other occurrences that would not, individually or in the aggregate would not aggregate, have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (ias set forth in Schedule 4.1.3(a) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation disclosure schedule of the Certificate of Merger as required by Reckson attached to this Agreement (the DGCL"Reckson Disclosure Schedule"), no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation performance by Harcxxxx, XXC and SVAC Reckson of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or Byby-laws of Harcourt, NEC Reckson or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of of, any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or other similar instrument or obligation to which Harcourt, NEC Reckson or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Harcourt, NEC or SVAC which Reckson or any of their properties or assetsits Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) violationssuch requirements, defaults, breaches, defaults rights or such rights which violations (A) that would not, in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Harcourtthe ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, NEC or SVACfacts pertaining to, the Company. ARTICLE IV COVENANTS SECTION 4.1(b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. 4.1.4

Consents and Approvals; No Violations. Except as set forth on Schedule 4 of the CNH Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the obligations of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration under: (a) the Articles of Association of CNH; (b) any CNH Material Contract; (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, a Regulatory Agency necessary for the continued operations of CNH’s businesses; or (d) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CNH or any of its subsidiaries or their respective properties or assets, other than, in any such case, any such conflicts, violations, defaults or rights that individually or in the aggregate would not (x) have a Material Adverse Effect on CNH or (y) materially impair the ability of CNH to perform its obligations under this Agreement. Except for (i) applicable requirements as set forth on Schedule 4 of the Exchange ActCNH Disclosure Schedule, state securities no consent, approval, order or "blue sky" lawsauthorization of, and (ii) the or registration, declaration or filing and recordation of the Certificate of Merger as with any Governmental Entity is required by CNH or any of its subsidiaries in connection with the DGCL, no filing execution and delivery of this Agreement by CNH or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC CNH of the transactions contemplated by this Agreement, except where for (i) the filing with the SEC of such reports under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing with the Netherlands Trade Register of documents relating to the Mergers, including the common terms of merger, annual reports, interim statements, auditor’s statements and other reports, (iii) the filing, publication and recordation of the CNH Deed of Merger or other appropriate documents and notices with the Amsterdam Chamber of Commerce, Netherlands Trade Register and any other applicable registers, (iv) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable Antitrust Law, (v) applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities law and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (vi) any filings with and approvals of the NYSE, and (vii) such other consents, approvals, orders, authorizations, registrations, declarations, disclosures and filings required by applicable laws, the failure of which to make such filingbe obtained or made would not, registration individually or notice or to obtain such permitin the aggregate, authorization, consent or approval would not (x) have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound CNH or (iiiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable materially impair the ability of CNH to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1perform its obligations under this Agreement.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Exchange ActOffer Documents), the MBCL and state securities or "blue sky" takeover laws, and (ii) neither the filing and recordation of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement or the Stockholder Agreement by HarcxxxxParent and Sub, XXC and SVAC nor the consummation by Harcxxxx, XXC Parent and SVAC Sub of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof or thereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-laws of Harcourt, NEC or SVACParent and Sub, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (iiiii) and (iiiiv) for violations, breachesbreaches or defaults which could not, defaults individually or such rights which in the aggregate would not have a Material Adverse Effect on Harcourtaggregate, NEC be reasonably expected to prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, and the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1916, as amended (ii) the filing and recordation ‘‘HSR Act’’), the rules of the Certificate Financial Industry Regulatory Authority (“FINRA”), and as set forth on Schedule 3.6 of Merger as required by the DGCL, Muex Xxsclosure Schedule no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the execution and delivery by Muex xx this Agreement or the consummation by Muex xx the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on HarcourtMuex. Except as set forth in Section 3.6 of the Muex Xxsclosure Schedule, NEC or SVAC. (b) Neither neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC nor Muex xxr the consummation by Harcxxxx, XXC and SVAC of Muex xx the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC or SVACMuex, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is Muex xx a party or by which any of them or any of their its properties or assets may be bound bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC or SVAC or Muex xx any of their its properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Muex.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, and the Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of 1916, as amended (ii) the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate of Merger as required by the DGCL, and as set forth on Schedule 2.6 of the CALIPSO Disclosure Schedule no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution, delivery and performance by CALIPSO of this Agreement or the consummation by CALIPSO of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on HarcourtCALIPSO. Except as set forth in Schedule 2.6 of the CALIPSO Disclosure Schedule, NEC or SVAC. (b) Neither neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC CALIPSO nor the consummation by Harcxxxx, XXC and SVAC CALIPSO of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC or SVACCALIPSO, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC or SVAC CALIPSO is a party or by which any of them or any of their its properties or assets may be bound bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC or SVAC CALIPSO or any of their its properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1CALIPSO.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities insurance laws and the MBCA, neither the execution, delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (ia) conflict with or result in any breach of violate any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Harcourt, NEC the Company or SVACof any of its Subsidiaries, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the Company and its Subsidiaries taken as a whole or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiid) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing clauses case of (iic) and or (iiid) for violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourtthe Company and its Subsidiaries, NEC taken as a whole or SVAC. ARTICLE IV COVENANTS SECTION 4.1a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements None of the Exchange Actexecution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxthe Purchaser, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Purchaser of the transactions contemplated hereby nor Transactions or compliance by Harcourt, NEC and SVAC the Purchaser with any of the provisions hereof of this Agreement will (i) conflict with or result in any breach of any provision of the Certificate Purchaser Governing Documents or the organizational documents of Incorporation or By-laws of Harcourt, NEC or SVACany Purchaser Subsidiary, (ii) require any filing by the Purchaser or any Purchaser Subsidiary with, or the permit, authorization, consent or approval of, any Governmental Entity or any other Person (except for (A) compliance with any applicable requirements of the Securities Act, the Exchange Act or any state securities or Blue Sky laws, (B) any filings as may be required under the CGCL or the DGCL in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under the HSR Act or (D) the filing with the SEC of (1) the Schedule TO and (2) the Registration Statement), (iii) result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or require any consent or approval under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, lease, license, agreement contract, understanding or agreement, whether oral or written, or other instrument or obligation to which Harcourt, NEC the Purchaser or SVAC any Significant Subsidiary is a party or by which any of them or any of their respective properties or assets may be is bound (the “Purchaser Agreements”), or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Purchaser, NEC or SVAC any Purchaser Subsidiaries or any of their respective properties or assets, excluding from ; except in the foregoing case of clauses (ii) and or (iii) where (x) any failure to obtain such permits, authorizations, consent or approvals, (y) any failure to make such filings or (z) any such modifications, violations, breachesrights, breaches or defaults have not had and would not reasonably be expected to have, individually or such rights which in the aggregate would not have aggregate, a Purchaser Material Adverse Effect or have a material adverse effect on Harcourtthe ability of the Purchaser to consummate the Offer, NEC the Merger or SVAC. ARTICLE IV COVENANTS SECTION 4.1any of the other Transactions.

Consents and Approvals; No Violations. (a) Except for (ias set forth in Schedule 3.3(a) applicable requirements of the Exchange ActCompany Disclosure Schedule, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation performance by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or the Company By-laws of Harcourt, NEC or SVAC, laws; (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or except as otherwise contemplated by Sections 1.9 and 1.10 hereof, accelerate vesting under, any of the Company stock option or other benefit plans, or any grant or award made under any of the foregoing; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, or result in the creation of any Lien (as defined in Section 3.5(b) hereof) upon any properties of the Company or any of its Subsidiaries (other than Company Permitted Liens) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, letter of credit, other evidence of indebtedness, franchise, permit, guarantee, license, lease or agreement or other similar instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity (as defined in Section 3.3(b) hereof) to Harcourt, NEC or SVAC which the Company or any of their properties or assetsits Subsidiaries is subject, excluding from the foregoing clauses (ii), (iii) and (iiiiv) violationssuch requirements, defaults, breaches, defaults rights, violations or creations of such rights which liens, security interests, charges or encumbrances (A) that would not, in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Harcourtthe ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which any of the Buying Entities or any of their respective affiliates is or proposes to be engaged or any acts or omissions by, NEC or SVACfacts pertaining to, any of the Buying Entities. ARTICLE IV COVENANTS (b) Except as set forth in Schedule 3.3(b) of the Company Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, court, tribunal, commission, board bureau, department, political subdivision or other instrumentality of any government (including any regulatory or administrative agency), whether federal, state, multinational (including, but not limited to, the European Community), provincial, municipal, domestic or foreign (each, a "Governmental Entity"), is required in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"); (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns (as defined in Section 3.11(d) hereof) that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which any of the Buying Entities or any of their respective affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, any of the Buying Entities. SECTION 4.13.4

Consents and Approvals; No Violations. (a) Except for (i) ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or laws ("blue sky" lawsBlue Sky Laws"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (ii) the filing and recordation and acceptance for record of the Merger Certificate of Merger as required by the MGCL and the DGCL, respectively, no filing with or registration with, no notice to or permit from, and no permit, authorization, consent or approval of any public court or tribunal, or administrative governmental body or regulatory body, agency or authority or third party (a "Governmental Entity") is necessary on behalf for the execution and delivery by the Company of Harcourt, NEC this Agreement or SVAC for the consummation by Harcourt, NEC or SVAC the Company of the transactions contemplated by this Agreementhereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filing, registration filings or give such notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVACEffect. (b) Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective charter or Bylaws (or similar governing documents) of Incorporation the Company or By-laws any of Harcourt, NEC or SVACits subsidiaries, (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) conflict with or violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its subsidiaries or any of their respective properties or assetsassets except, excluding from in the foregoing clauses case of (ii) and or (iii) ), for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ii) the "HSR Act"), any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or registration with, no notice to or permit from, and no permit, authorization, consent or approval of any public United States or foreign court or tribunal, or administrative, governmental body or regulatory body, agency or authority or third party (a "Governmental Entity") is necessary on behalf for the execution and delivery by the Company of Harcourt, NEC this Agreement or SVAC for the consummation by Harcourt, NEC or SVAC the Company of the transactions contemplated by this Agreementhereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filingfilings or give such notice would not, registration individually or notice in the aggregate, materially and adversely affect the business operations of the Company after the Merger or its ability to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVACconsummate the Merger. (b) Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or By-laws bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACany of its subsidiaries, (ii) except as set forth in Section 2.6 of the Company Disclosure Schedule, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) except as set forth in Section 2.6 of the Company Disclosure Schedule, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its subsidiaries or any of their respective properties or assetsassets except, excluding from in the foregoing clauses case of clause (ii) and or (iii) ), for violations, breachesbreaches or defaults that would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1the Company.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Company Disclosure Schedule, assuming the approval of this Agreement by holders of the Company Common Stock and except (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Securities Act, state securities or "state “blue sky" ” laws, the HSR Act or any other antitrust laws and (iib) the for filing and recordation of the Certificate of Merger as required by and the DGCLArticles of Merger, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC none of the transactions contemplated by this Agreementexecution, except where the failure to make such filing, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxthe Company, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor or compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation the Company or By-laws of Harcourt, NEC or SVACany Company Subsidiary, (ii) require any filing by the Company with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction (a “Governmental Entity”), (iii) result in a violation or breach by the Company of, or constitute (with or without due notice or lapse of time or both) a default Default (or give rise to any right of termination, cancellation or accelerationacceleration or give rise to any rights of any third party) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC the Company or SVAC any Company Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound bound, or (iiiiv) violate any orderOrder, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any Company Subsidiary or any of their its respective properties or assetsassets (collectively, “Laws”), excluding from the foregoing clauses (ii), (iii) and (iiiiv) such filings, notices, permits, authorizations, consents, approvals, violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of its material obligations under this Agreement or (C) have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements compliance with and filings under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the Exchange “HSR Act”), state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by with the DGCLSecretary of State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business and (iii) compliance with FINRA rules and filing of a change of control application on Form 1017, no filing or registration with, no notice to or permit from, and no authorization, consent Permit or approval Consent of any public Governmental Authority or governmental body or authority or third party any other Person is necessary on behalf to be obtained, made or given by the Company or any of Harcourtits Subsidiaries in connection with the execution and delivery by the Company of this Agreement, NEC or SVAC for the performance by the Company of its obligations hereunder and the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAChereby. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVACCompany Charter Documents, (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or accelerationacceleration or loss of material benefits) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which otherwise may be subject to or bound or result in the creation of any Lien, other than Permitted Liens, on any of them the assets or properties of the Company or any of their properties or assets may be bound or its Subsidiaries, (iiic) violate any order, writ, injunction, decree, statute, rule Permit or regulation Law applicable to Harcourt, NEC the Company of any of its Subsidiaries or SVAC to which the Company or any of its Subsidiaries or any of its or their assets or properties may be subject to or assetsbound, excluding from the foregoing clauses or (iid) and (iii) violations, breaches, defaults or such rights which result in the aggregate creation of any Lien on the Company Shares, except in the case of (b) or (c), a violation, breach or default which would not have or would not reasonably be expected to have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, and the Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of 1916, as amended (ii) the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, and as set forth on Schedule 2.6 of the Dakota Disclosure Schedule no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by Dakota of this Agreement or the consummation by Dakota of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on HarcourtDakota. Except as set forth in Section 2.6 of the Dakota Disclosure Schedule, NEC or SVAC. (b) Neither neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC Dakota nor the consummation by Harcxxxx, XXC and SVAC Dakota of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC or SVACDakota, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC or SVAC Dakota is a party or by which any of them or any of their its properties or assets may be bound bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC or SVAC Dakota or any of their its properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Dakota.

Consents and Approvals; No Violations. (a) Except for (i) applicable ------------------------------------- requirements of the Exchange Act, the Securities Act and state securities or "blue sky" Blue Sky laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no permit, authorization, consent or approval of of, any public or governmental body or authority or third party Governmental Entity is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC EUI of the transactions contemplated by this Agreement; provided that in making this representation EUI is relying on and this representation is conditioned upon the accuracy of the representations and warranties of GA and the GA Shareholders in Section 4 of this Agreement. Except as set forth in Section 3.4 of the EUI Disclosure Schedule, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC EUI nor the consummation by Harcxxxx, XXC and SVAC EUI of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC EUI with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate charter or bylaws of Incorporation or By-laws of Harcourt, NEC or SVAC, EUI; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Harcourt, NEC EUI or SVAC any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound; or (iii) to the best knowledge of the officer executing this Agreement on behalf of EUI, violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to HarcourtEUI, NEC or SVAC any of its subsidiaries or any of their properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for violations, breachesbreaches or defaults which are not material to the business, defaults operations or such rights financial condition of EUI or its subsidiaries and which in will not prevent or delay the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Eagles Disclosure Schedule, assuming the approval of this Agreement by holders of Eagles Common Shares and except (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Securities Act, state securities or "state “blue sky" ” laws, any antitrust laws and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither for filing of the execution and Articles of Merger, none of the execution, delivery or performance of this Agreement by HarcxxxxEagles, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC Eagles of the transactions contemplated hereby nor or compliance by Harcourt, NEC and SVAC Eagles with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation Eagles or By-laws of Harcourt, NEC or SVACany Eagles Subsidiary, (ii) require any filing by Eagles with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction (a “Governmental Entity”), (iii) result in a violation or breach by Eagles of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or any loss of benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Material Contract to which Harcourt, NEC Eagles or SVAC any Eagles Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound bound, or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC Eagles or SVAC any Eagles Subsidiary or any of their its respective properties or assetsassets (collectively, “Laws”), excluding from the foregoing clauses (ii), (iii) and (iiiiv) such filings, notices, permits, authorizations, consents, approvals, violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by Eagles of its material obligations under this Agreement or (C) reasonably be expected to have a an Eagles Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the The execution and delivery of this Agreement by Harcxxxxdo not, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor and compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Commodore or any of its Subsidiaries under: (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC Commodore or SVACthe comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) result in a violation any loan or breach ofcredit agreement, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, licenselease, agreement agreement, instrument, permit, concession, franchise or other instrument or obligation license applicable to which Harcourt, NEC or SVAC is a party or by which any of them Commodore or any of their properties or assets may be bound its Subsidiaries or (iii) violate any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Harcourt, NEC Commodore or SVAC any of its Subsidiaries or any of their respective properties or assets, excluding from other than, in the foregoing case of clauses (ii) and (iii) ), any such violations, breachesdefaults, defaults rights, liens, security interests, charges or such rights which encumbrances that, individually or in the aggregate aggregate, would not reasonably be expected to have a Material Adverse Effect on HarcourtCommodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Commodore or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Commodore or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except: (i) in connection, or in compliance, with the provisions of the Securities Laws and any state securities or "blue sky" laws; (ii) for the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Commodore or any of its Subsidiaries is qualified to do business; and (iii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Commodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the Securities Act, the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or registration with, no notice to or permit from, and no permit, authorization, consent or approval of any public United States or foreign court or tribunal, or administrative, governmental body or regulatory body, agency or authority or third party (each, a "Governmental Entity") is necessary on behalf for the execution and delivery by the Company of Harcourt, NEC this Agreement or SVAC for the consummation by Harcourt, NEC or SVAC the Company of the transactions contemplated by this Agreementhereby. Except as set forth in Section 3.6 of the Disclosure Letter, except where neither the failure to make such filingexecution, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any a breach of any provision of the Certificate respective Certificates of Incorporation or By-laws bylaws (or similar governing documents) of Harcourt, NEC the Company or SVAC, any Subsidiary; (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Material Contract (as defined below) to which Harcourt, NEC the Company or SVAC any Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound are bound; (iii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any Contract (as defined below), other than any Material Contract, to which the Company or any Subsidiary is a party or by which any of them or their respective properties or assets are bound; or (iiiiv) violate any order, writ, injunctioninjunction or decree to which the Company or a Subsidiary is subject, decreeor any law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any Subsidiary or any of their respective properties or assets, excluding from except, in the case of the foregoing clauses (iiiii) and (iii) iv), for violations, breachesbreaches or defaults that, defaults individually or such rights which in the aggregate aggregate, would not have result in a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1the Company.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or "blue sky" lawsthe Securities Act, and (ii) the filing and recordation of the Certificate of Merger as required by HSR Act, the DGCL, no filing the laws of other states in which Parent is qualified to do or registration withis doing business, no notice state takeover laws and foreign and supranational laws relating to or permit fromantitrust and anticompetition clearances, and no authorizationexcept as may be required in connection with the Taxes described in Section 7.7, consent or approval neither the execution and delivery of any public or governmental body or authority or third party is necessary on behalf of Harcourtthis Agreement, NEC or SVAC for nor the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this AgreementAgreement and compliance with the provisions of this Agreement will conflict with or result in any violation of, except where the failure to make such filing, registration or default (with or without notice or lapse of time, or both) under, or give rise to obtain such a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon, any of the properties or assets of Parent or any of its Subsidiaries, (i) the certificate of incorporation or bylaws of Parent or the comparable charter or organizational documents of any of Parent's Significant Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to have a Material Adverse Effect on Harcourt, NEC Parent or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor prevent or materially delay the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of Offer and/or the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVACMerger), (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC Sub, any of its Significant Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii) and (iii) or (iv) for violations, breaches, breaches or defaults or such rights which in the aggregate that would not reasonably be expected to have a Material Adverse Effect on Harcourt, NEC Parent or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or "blue sky" sky laws, the Hart Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and (ii) the filing and recordation of this Agreement and officers' certificates of each constituent corporation with the Certificate Secretary of Merger State of the State of California as required by the DGCLCGCL, no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, or order of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Company Material Adverse Effect on Harcourt, NEC or SVACEffect. (b) Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACany of its Subsidiaries, (iib) except as set forth on Schedule 3.6 of the Disclosure Schedule, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourtof any court, NEC or SVAC any governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (iib) and or (iiic) for violations, breachesbreaches or defaults which would not have, defaults individually or such rights which in the aggregate would not have aggregate, a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange ActThe execution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof Company will not (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Harcourt, NEC the Company or SVACany of its Subsidiaries, (ii) require the Company or any of its Subsidiaries to make any filing with, or the Company or any of its Subsidiaries to obtain any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, commission or agency (a "Governmental Entity"), except for filings with any Governmental Entity in connection with an offering of securities pursuant to Article V hereof, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, concession agreement, franchise agreement, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except, in the foregoing case of clauses (ii), (iii) and (iii) iv), for failures to make filings, or to obtain permits, authorizations, consents or approvals, or violations, breaches, defaults defaults, or such rights of termination, amendment, cancellation or acceleration, which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially hinder or delay the ability of the Company to perform its obligations hereunder.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Securities Act, the Exchange Act, state securities Antitrust Laws, the Communications Act, the filing and recordation of a certificate of merger, or a certificate of ownership and merger, as required by the NYBCL, any filings required by the Investment Canada Act, such filings and approvals as may be required under the "takeover" or "blue sky" lawsLaws of various states, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement or the Ancillary Agreements by Harcxxxx, XXC and SVAC Parent or Purchaser (to the extent it is a party thereto) nor the consummation by Harcxxxx, XXC and SVAC Parent or Purchaser of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof or thereby will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation charter or Byby-laws of Harcourt, NEC Parent or SVACPurchaser, (ii) require on the part of Parent or Purchaser any filing with, or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority or any third party, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationpayment, or to the creation of a lien or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract, instrument or contractual obligation to which HarcourtParent, NEC Purchaser or SVAC any of their respective Subsidiaries is a party or by which any of them or any of their properties or assets Assets may be bound bound, or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC Purchaser, any of their Subsidiaries or any of their properties Assets, except for such requirements, defaults, rights or assets, excluding from the foregoing violations under clauses (ii), (iii) and (iiiiv) violations, breaches, defaults or such rights above which would not in the aggregate would not have a Material Adverse Effect material adverse effect on Harcourtthe ability of Parent or Purchaser to consummate the Offer and the Merger. SECTION 5.4. INFORMATION STATEMENT; SCHEDULE 14D-9. Neither the Offer Documents nor any other document filed or to be filed by or on behalf of Parent or Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, NEC at the respective times filed with the SEC or SVACother governmental entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing shall not apply to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any such document. ARTICLE IV COVENANTS SECTION 4.1The Offer Documents will comply as to form in all material respects with 15

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or laws ("blue sky" lawsBlue Sky Laws"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (ii) the securities or antitrust laws of any foreign country, and the filing and recordation and acceptance for record of the Merger Certificate of Merger as required by the DGCL, respectively, no filing with or registration with, no notice to or permit from, and no permit, authorization, consent or approval of any public court or tribunal, or administrative governmental body or regulatory body, agency or authority or third party (a "Governmental Entity") is necessary on behalf for the execution and delivery by the Company of Harcourt, NEC this Agreement or SVAC for the consummation by Harcourt, NEC or SVAC the Company of the transactions contemplated by this Agreementhereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filing, registration filings or give such notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVACEffect. (b) Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective charter or Bylaws (or similar governing documents) of Incorporation the Company or By-laws any of Harcourt, NEC or SVACits subsidiaries, (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) conflict with or violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its subsidiaries or any of their respective properties or assetsassets except, excluding from in the foregoing clauses case of (ii) and or (iii) ), for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for Assuming (i) applicable requirements the filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the Exchange "HSR Act") are made and the waiting period thereunder has been terminated or expired, state securities or "blue sky" laws, and (ii) the filing and recordation shareholders of the Certificate Company approve the Merger and (iii) the Merger Documents are accepted for filing with the California Secretary of Merger as required by the DGCLState, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC the Company and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not (ia) conflict with or result in any breach of violate any provision of the Certificate articles of Incorporation incorporation or Byby-laws of Harcourt, NEC the Company or SVACany of its Subsidiaries, (iib) violate any statute, ordinance, rule, regulation, order or decree of any court or any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries, (c) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, other than (A) the filing or appropriate documents with (including those on Form A), and the approval of, the respective commissioners of insurance (or equivalent regulatory bodies) of the State of California and such other states as may be required as a result of the Merger to continue the business of the Company and its Subsidiaries as it is conducted and where it is conducted as of the date hereof (the "Insurance Approvals"), which Insurance Approvals are listed on Schedule 3.22, and (B) the filing of the Registration Statement with the SEC and the Prospectus/Proxy Statement with the NYSE and the NASD, (d) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Harcourt, NEC either the Company or SVAC any of its Subsidiaries is a party party, or by which either the Company or any of them its Subsidiaries or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assetsbound, excluding from the foregoing clauses (iib), (c) and (iiid) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults or such rights which defaults, conflicts and liens which, in the aggregate aggregate, would not have a Material Adverse Effect on Harcourtthe Company and its Subsidiaries, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1taken as a whole.

Consents and Approvals; No Violations. Except (a1) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or "blue sky" lawsthe Securities Act, the HSR Act and (ii2) the for filing and recordation of the Company Certificate of Merger as required by and the DGCLProperties Certificate of Merger, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC none of the transactions contemplated by this Agreementexecution, except where the failure to make such filing, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by HarcxxxxParent, XXC and SVAC nor Company MergerCo or Properties MergerCo, the consummation by HarcxxxxParent, XXC and SVAC Company MergerCo or Properties MergerCo of the transactions contemplated hereby nor or compliance by HarcourtParent, NEC and SVAC Company MergerCo or Properties MergerCo with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of HarcourtParent, NEC Company MergerCo or SVACProperties MergerCo, (iib) require any filing with, notice to, or permit, authorization, consent or approval of, any international, national, federal, state, provincial or local state or federal government or governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity (each, a “Governmental Entity”), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or other rights or obligations) under, result in a material loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which HarcourtParent, NEC Company MergerCo or SVAC Properties MergerCo is a party or by which any of them or any of their respective properties or assets may be bound bound, (d) require any consent, approval or other authorization of, or filing with or notification to, any person under any Contracts or any Permits or (iiie) violate any order, writ, injunction, decree, statute, rule or regulation Order applicable to HarcourtParent, NEC Company MergerCo or SVAC Properties MergerCo or any of their properties or assets, excluding from the foregoing clauses (iib), (c), (d) and (iiie) such filings, notices, permits, authorizations, consents, approvals, violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Parent Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for In the event (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), are made and any applicable waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange ActAct relating to the Proxy Statement and the Offer, state securities or the Securities Act and the various "blue skysky laws" lawsare met, and (iiiii) the filing and recordation of the Certificate Articles of Merger and other appropriate merger documents, if any, as required by the DGCLFBCA are properly made, no filing or registration with, no notice to or permit from(iv) any required approval by the Company's shareholders in connection with the consummation of the Merger is received, and no authorization(v) filings with the Nasdaq National Market are properly made, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC the Company and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the Certificate Articles of Incorporation or By-laws Laws of Harcourtthe Company or the comparable governing documents of any of its Subsidiaries, NEC in each case, as amended; (2) violate any law, statute, ordinance, rule, regulation, order or SVACdecree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (ii3) require on the part of the Company any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance (each an "Encumbrance") upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party party, or by which any of them it or any of their respective properties or assets may be are bound or (iii) violate any orderexcept, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any in the case of their properties or assets, excluding from the foregoing clauses (ii2), (3) and (iii4) violationsabove, breachesfor any such filing, defaults permit, consent, approval, the failure to obtain or such rights which in the aggregate make which, and except for any breach, violation or Encumbrance which, would not have and would not be reasonably likely to have a Material Adverse Effect on Harcourtthe Company or would not prevent or materially delay, NEC and would not be reasonably likely to prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially delay, the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except in connection or in order to comply with the applicable provisions of (a) Except for the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, (d) the TerreStar Tag-Along, and (e) the Communications Laws, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) applicable requirements any provision of the Exchange organizational documents of Motient or Sub, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Motient or Sub or its properties or assets, including but not limited to the TerreStar Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or "“blue sky" ” laws, and (iid) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing and recordation of the Certificate of Merger as with, any Governmental Entity is required by the DGCL, no filing or registration with, no notice with respect to Motient or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither Sub in connection with the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor Motient or Sub or the consummation by Harcxxxx, XXC and SVAC Motient or Sub of the transactions contemplated hereby nor compliance by Harcourtexcept for such consents, NEC authorizations, filings, approvals and SVAC with any of the provisions hereof will (i) conflict with registrations which, if not obtained or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourtmade, NEC or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Motient Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. Assuming the adoption of this Agreement by the stockholders of the Company and Properties and except (a1) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or "blue sky" lawsthe Securities Act, and the HSR Act, (ii2) the for filing and recordation of the Company Certificate of Merger as and the Properties Certificate of Merger, (3) any filings required by under the DGCL, no filing or registration with, no notice to or permit from, rules and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC regulations of the transactions contemplated by this AgreementNew York Stock Exchange and (4) as otherwise set forth in Section 5.6 of the La Quinta Entities Disclosure Schedule, except where none of the failure to make such filingexecution, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxthe La Quinta Entities, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the La Quinta Entities of the transactions contemplated hereby nor or compliance by Harcourt, NEC and SVAC the La Quinta Entities with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation the La Quinta Entities or By-laws of Harcourt, NEC or SVACLa Quinta Subsidiaries, (iib) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or other rights or obligations) under, result in a material loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourtthe Company, NEC Properties or SVAC any La Quinta Subsidiary is a party or by which any of them it or any of their its properties or assets may be bound or any Company Permit, (iiid) require any consent, approval or other authorization of, or filing with or notification to, any person under (i) any Contracts to which the Company, Properties or any of the La Quinta Subsidiaries are a party or by which their properties or assets are bound, or (ii) any Permits, other than as set forth in Section 5.6 of the La Quinta Entities Disclosure Schedule or (e) cause the creation or imposition of any Encumbrances on any properties or assets of the Company, Properties or any of the La Quinta Subsidiaries, other than as set forth in Section 5.6 of the La Quinta Entities Disclosure Schedule, violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Harcourtthe Company, NEC or SVAC Properties or any La Quinta Subsidiary or any of their properties or assets, excluding from the foregoing clauses (iib), (c), (d) and (iii) e), such filings, notices, permits, authorizations, consents, approvals, violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) the filings disclosed in Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the HSR Act, none of the Exchange Actexecution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxthe Company, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor Transactions or compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Incorporation, the By-laws or similar organizational documents of Harcourt, NEC the Company or SVACany of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Company Agreements") or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, have a Company Material Adverse Effect or have a material adverse effect on Harcourt, NEC or SVACthe ability of the Company to consummate the Transactions. ARTICLE IV COVENANTS SECTION 4.1Section 3.4 of the Company Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained in connection with this Agreement under the Company Agreements prior to the consummation of the Transactions.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements None of the Exchange Actexecution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxthe Company, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor Merger or any other Transaction or compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the Certificate Company Governing Documents or the comparable organizational or governing documents of Incorporation any Company Subsidiary, (b) require any filing by the Company or By-laws any Company Subsidiary with, or the obtaining of Harcourtany permit, NEC authorization, consent or SVACapproval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supernational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Mexico’s Federal Law on Economic Competition and any other Governmental Consents, (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement and the Merger), (c) result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, licenselease, agreement or other instrument or obligation contract to which Harcourt, NEC or SVAC is a party or by which any of them the Company or any of their properties or assets may be bound its Subsidiaries is bound, or (iiid) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Harcourt, NEC or SVAC the Company or any of their its properties or assets; except in each of clauses (b), excluding from (c) or (d) where any of the foregoing clauses (ii) has not had and (iii) violationswould not reasonably be expected to have, breaches, defaults individually or such rights which in the aggregate would not have aggregate, a Company Material Adverse Effect or have a material adverse effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1the ability of the Company to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. (a) Except for (i) the Parent Stockholder Approval, the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Securities Act and state securities or "blue sky" sky laws, and (ii) neither the filing and recordation of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement or any Ancillary Agreements by Harcxxxx, XXC Parent and SVAC Sub nor the consummation by Harcxxxx, XXC Parent and SVAC Sub of the transactions contemplated hereby or thereby nor compliance by Harcourt, NEC Parent and SVAC Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificates of Incorporation incorporation or Byby-laws of Harcourt, NEC Parent or SVACSub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or result in the creation of any lien) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii) and ), (iii) or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breachesbreaches or defaults would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourt, NEC Parent and will not materially impair the ability of Parent or SVAC. ARTICLE IV COVENANTS SECTION 4.1Sub to consummate the transactions contemplated hereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution execution, delivery and delivery performance of this Agreement by HarcxxxxPurchaser, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor Transactions or compliance by Harcourt, NEC and SVAC Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation or Byincorporation, the by-laws or similar organizational documents of Harcourt, NEC Purchaser or SVACany Purchaser Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity or other Person (including consents from parties to loans, contracts, leases and other agreements to which Purchaser or any Purchaser Subsidiary is a party), (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration, increase of payments) under, or acceleration) result in the loss of a benefit or the creation of any Encumbrance on any property or asset of Purchaser or any Purchaser Subsidiary, under, any of the terms, conditions or provisions of any notecontract, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtPurchaser, NEC or SVAC any Purchaser Subsidiary or any of their properties or assets; except, excluding from in the foregoing case of clauses (ii), (iii) and (iiiiv) violationsabove, breachesfor any violation, defaults conflict, consent, breach, default, termination, cancellation, modification, acceleration, loss or such rights which in the aggregate creation that would not be reasonably likely to have a Material Adverse Effect material adverse effect on Harcourtthe business of Purchaser, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1as currently conducted.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements None of the Exchange Actexecution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxany Parent Party, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC any Parent Party of the transactions contemplated hereby nor Merger or any of the other Transactions or compliance by Harcourt, NEC and SVAC any Parent Party with any of the provisions hereof of this Agreement will (ia) violate, conflict with or result in any breach of any provision of the Certificate memorandum and articles of Incorporation association or By-laws other equivalent organizational or governing documents of Harcourtany Parent Party, NEC (b) require any filing by any Parent Party with, or SVACthe obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette, (iii) such filings with the SEC as may be required to be made by any Parent Party in connection with this Agreement and the Merger, including the Schedule 13E-3, or (vi) such filings as may be required under the rules and regulations of NYSE in connection with this Agreement or the Merger), (c) result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC or SVAC any Parent Party is a party party, or by which (d) violate any of them Law applicable to the Parent Parties or any of their properties respective properties, assets or assets may be bound operations; except in each of clauses (b), (c) or (iiid) violate where (A) any orderfailure to obtain such permits, writauthorizations, injunctionconsents or approvals, decree(B) any failure to make such filings, statuteor (C) any such modifications, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breachesrights, impositions, breaches or defaults has not had and would not reasonably be expected to, individually or such rights which in the aggregate would not have a Material Adverse Effect aggregate, delay or prevent the consummation of the Transactions on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1prior to the Outside Date.

Consents and Approvals; No Violations. Except (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, Exchange Act, the HSR Act, the MGCL, the DLLCA, state securities or "blue sky" lawsLaws and other applicable competition Law clearances, if any, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither as may be required in connection with the execution and Taxes described in Section 8.7, neither the execution, delivery or performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate Company Charter or Company Bylaws or of Incorporation or By-laws the similar organizational documents of Harcourt, NEC or SVACany of the Significant Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in a loss of benefit under or give rise to a right of purchase, first offer or forced sale under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or bound, (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from (v) result in the foregoing clauses creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, except for Permitted Liens or (vi) require the Company or any of its Subsidiaries to make any payment to any third Person, except in the case of clause (ii) and where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or, in the case of clauses (iii), (iv), (v) or (vi), for breaches, defaults, terminations, amendments, cancellations, accelerations, losses of benefits, violations, breaches, defaults Liens or such rights which in the aggregate payments that have not had and would not reasonably be expected to have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1the Company.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Exchange Offer Documents), the HSR Act, the GBCC, the laws of other states in which Parent is qualified to do or is doing business, state securities takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC Parent and SVAC Sub nor the consummation by Harcxxxx, XXC Parent and SVAC Sub of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-laws of Harcourt, NEC or SVACParent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (iiiii) and (iiiiv) for violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not have a Material Adverse Effect on Harcourtaggregate, NEC be reasonably expected to prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the HSR Act and (iii) the filing and recordation of the Certificate certificate of Merger as required by the DGCLmerger, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC none of the transactions contemplated by this Agreementexecution, except where the failure to make such filing, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by HarcxxxxParent or Merger Sub, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Harcourt, NEC and SVAC Parent or Merger Sub with any of the provisions hereof of this Agreement will (ia) contravene or conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation Incorporation, Code of Regulations or By-laws other similar organizational documents of Harcourt, NEC Parent or SVACMerger Sub, (iib) require any filing with or any other action by or in respect of, or permit, authorization, consent or approval of, any Governmental Entity, (c) require any consent or other action by any Person under, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or the loss of any benefit to which Parent or Merger Sub is entitled) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, approval, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its Subsidiaries (including Merger Sub) is a party or by which any of them or any of their respective properties or assets may be bound bound, (d) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or (iiie) contravene, conflict with or violate or breach any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries (including Merger Sub) or any of their properties or assets, excluding from except in the foregoing clauses case of clause (iib), (c), (d) and or (iii) e)where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breachesbreaches or defaults would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1the ability of Parent and Merger Sub to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. (a) Except as set forth on Schedule 3.4 and except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") xxxte or foreign laws relating to takeovers, state securities or "blue sky" sky laws, foreign antitrust laws and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing neither the execution, delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Harcourt, NEC the Company or SVACof any of its Subsidiaries, (ii) require on the part of the Company any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or bound, (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, (v) result in the creation or imposition of any lien, claim, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries, or (vi) result in the creation or imposition of any lien, claim, security interest or other encumbrance on any Company Common Stock or any equity interest in any Subsidiary, excluding from the foregoing clauses (ii) and ), (iii), (iv) or (v) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or the existence of such violations, breachesbreaches or defaults, defaults would not, individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourtthe Company and its Subsidiaries taken as a whole, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1and which shall not materially impair the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as disclosed in Section 4.4 of the Company Disclosure Letter and except for (a) Except for filings pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (ithe "HSR Act"), (b) applicable requirements under the Securities Act of 1933, as amended ("Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) the filing of the Exchange ActCertificate of Merger, state securities (d) applicable requirements under corporation or "blue sky" laws, and laws of various states or (iie) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where neither the failure to make such filingexecution, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this 7 11 Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Certificate Articles of Incorporation or By-laws Laws of Harcourt, NEC or SVACthe Company, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (the "Company Agreements"), (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of the Company Subsidiaries or any of their properties or assets, excluding from or (iv) require on the foregoing part of the Company any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a "Governmental Entity"); except in the case of clauses (ii) and ), (iii) or (iv) for such violations, breachesbreaches or defaults which, defaults or such rights filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not, individually or in the aggregate would not aggregate, have a Company Material Adverse Effect on Harcourtand would not, NEC individually or SVACin the aggregate, materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement, or (B) would become applicable solely as a result of any acts or omissions by, or the status of any facts pertaining to, Acquiror or the Merger Sub. ARTICLE IV COVENANTS SECTION 4.1Section 4.5

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange ActThe execution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof Ford will not (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Harcourt, NEC Ford or SVACany of its Subsidiaries, (ii) require Ford or any of its Subsidiaries to make any filing with, or Ford or any of its Subsidiaries to obtain any permit, authorization, consent or approval of, any Governmental Entity, except for filings with any Governmental Entity in connection with an offering of securities pursuant to Article V hereof, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, concession agreement, franchise agreement, license, contract, agreement or other instrument or obligation to which Harcourt, NEC Ford or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC Ford or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except, in the foregoing case of clauses (ii), (iii) and (iii) iv), for failures to make filings, or to obtain permits, authorizations, consents or approvals, or violations, breaches, defaults defaults, or such rights of termination, amendment, cancellation or acceleration, which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially hinder or delay the ability of Ford to perform its obligations hereunder.

Consents and Approvals; No Violations. Except as set forth in Section 3.1(e) of the Disclosure Schedule, the execution and delivery by the Company of this Agreement do not, and the consummation by the Company of the transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation of, or default (awith or without notice or lapse of time, or both) Except for under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon or right of first refusal with respect to any of the properties or assets of the Company or any of its subsidiaries under, (i) applicable requirements any provision of the Exchange Actcertificate of incorporation, state securities by-laws or "blue sky" lawscomparable organization documents of the Company or any of its Significant Subsidiaries, and (ii) the filing and recordation of the Certificate of Merger as required any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement (other than, with respect to termination, agreements terminable without material penalty either at will or upon 90 days' or less notice by the DGCLterminating party), no obligation, instrument, permit, concession, franchise or license applicable to the Company or any of its Significant Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence are obtained and made, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or liens, that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No filing or registration with, no notice to or permit from, and no authorization, consent or approval of of, any public domestic (federal and state) or foreign court, commission, governmental body or body, regulatory agency, authority or third party tribunal (a "Governmental Entity") is necessary on behalf required by or with respect to the Company or any of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither its subsidiaries in connection with the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the Company or is necessary for the consummation of the Merger and the other transactions contemplated by Harcxxxxthis Agreement, XXC except (i) the filing with the Securities and SVAC Exchange Commission (the "SEC") of (1) a proxy statement in definitive form relating to the Shareholders' Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and (2) such other filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby nor compliance by Harcourtand the obtaining from the SEC of such orders as may be required in connection therewith, NEC and SVAC with any (ii) applicable filings, if any, pursuant to the provisions of the provisions hereof will Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (ithe "XXX Xxx"), (xxx) conflict with or result in any breach such filings with, and orders of, the Federal Communications Commission (the "FCC") as may be required under the Communications Act of any provision 1934, as amended, and the rules and regulations promulgated thereunder (the "Communications Act") (iv) the filing of the Certificate of Incorporation or By-laws Merger with the Secretary of Harcourt, NEC or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any State of the terms, conditions or provisions State of any note, bond, mortgage, indenture, license, agreement or Delaware and appropriate documents with the relevant authorities of other instrument or obligation to states in which Harcourt, NEC or SVAC is a party or by which any of them the Company or any of their properties or assets its subsidiaries is qualified to do business, (v) such filings and consents as may be bound required under any environmental, health or (iii) violate any order, writ, injunction, decree, statute, rule safety law or regulation applicable pertaining to Harcourtany notification, NEC disclosure or SVAC required approval triggered by the Merger or any of their properties or assetsthe other transactions contemplated by this Agreement, excluding from the foregoing clauses (iivi) such filings as may be required in connection with statutory provisions and regulations relating to real property transfer gains taxes and real property transfer taxes, and (iiivii) violationssuch other consents, breachesapprovals, defaults orders, authorizations, registrations, declarations and filings the failure of which to be obtained or such rights which made would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements as set forth in Schedule 4.4 of the Exchange ActParent Disclosure Schedules and for filings, state securities or "blue sky" lawspermits, authorizations, consents and (ii) the filing and recordation of the Certificate of Merger approvals as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions are contemplated by this AgreementAgreement or may be required under, except where and other applicable requirements of, the failure to make such filingExchange Act and the HSR Act, registration none of the execution, delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by HarcxxxxParent or the Purchaser, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC Parent or the Purchaser of the transactions contemplated hereby nor Transactions or compliance by Harcourt, NEC and SVAC Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Incorporation, the By-Laws or similar organizational documents of Parent or any of its Subsidiaries, state securities laws of Harcourtor blue sky laws, NEC and the Texas Business Corporations Act or SVACthe NGCL, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (collectively, the "Parent Agreements") or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing clauses case of clause (ii) and ), (iii) or (iv) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, have a Parent Material Adverse Effect on Harcourt, NEC or SVACEffect. ARTICLE IV COVENANTS SECTION 4.1Schedule 4.4 of the Parent Disclosure Schedules sets forth a list of all third party consents and approvals required to be obtained in connection with this Agreement under the Parent Agreements prior to the consummation of the transactions contemplated by this Agreement. 39

Consents and Approvals; No Violations. (a) Except for In the event (i) the filings required under the HSR Act are made and any applicable waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act, state securities or Act relating to the Proxy Statement and the Offer and the various "blue skysky laws" lawsare met, and (iiiii) the filing and recordation of the Certificate Articles of Merger and other appropriate merger documents, if any, as required by the DGCLFBCA, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC Parent and SVAC nor Purchaser and the consummation by Harcxxxx, XXC Parent and SVAC Purchaser of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the Certificate charter documents of Parent or the Articles of Incorporation or By-laws Laws of HarcourtPurchaser; (2) violate any statute, NEC ordinance, rule, regulation, order or SVACdecree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Purchaser or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or Purchaser or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement franchise, permit, agreement, lease or other instrument or obligation to which Harcourt, NEC Parent or SVAC is a party or by which any of them Purchaser or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound or (iii) violate any orderexcept, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any in the cases of their properties or assets, excluding from the foregoing clauses (ii2), (3) and (iii4) violationsabove, breachesfor any such filing, defaults permit, consent, approval, the failure to obtain or such rights which in the aggregate make which, and except for any breach, violation or Encumbrance which, would not have a Material Adverse Effect on Harcourt, NEC prevent or SVAC. ARTICLE IV COVENANTS SECTION 4.1materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, the HSR Act, the MGCL, the DLLCA, state securities or "blue sky" lawsLaws and other applicable competition Law clearances, if any, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither as may be required in connection with the execution and Taxes described in Section 8.7, neither the execution, delivery or performance of this Agreement by HarcxxxxParent, XXC Sub and SVAC Missouri nor the consummation by HarcxxxxParent, XXC and SVAC Sub or Missouri of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation formation and other organizational documents of Parent, Sub or By-laws of Harcourt, NEC or SVACMissouri, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings has not had and would not reasonably be expected to have a Material Adverse Effect on Parent), (iii) conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in a loss of benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which HarcourtParent, NEC any of its Subsidiaries or SVAC Missouri is a party or by which any of them or any of their properties or assets may be bound or bound, (iiiiv) violate any Law, order, writ, injunction, judgment, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries, Missouri or any of their properties or assetsassets or (v) require Parent, excluding from any of its Subsidiaries (including Sub) or Missouri to make any payment to any third Person, except in the foregoing case of clauses (iiiii), (iv) and or (iiiv) violations, for breaches, defaults defaults, terminations, amendments, cancellations, accelerations, losses of benefits, violations or such rights which in the aggregate payments that have not had and would not reasonably be expected to have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Parent.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements as set forth in Section 3.5 of the Exchange Act, state securities or "blue sky" lawsCompany Disclosure Schedule, and (ii) the filing and recordation except as may result from any facts or circumstances relating solely to Parent or Purchaser, none of the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC nor the Company or the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor Transactions or the compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof of this Agreement will (i) assuming the approval of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable law, conflict with or result in any breach of any provision of the Certificate Company Governing Documents or the organizational documents of Incorporation or By-laws of Harcourt, NEC or SVACany Company Subsidiary, (ii) assuming the accuracy of all information regarding Parent and Purchaser heretofore provided to the Company, require any filing by the Company or any Company Subsidiary with, or the permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign, federal, state, local or supernational (a “Governmental Entity”) (except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the GBCC in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) the EC Merger Regulation and the antitrust, merger control, competition, foreign investment or similar laws or regulations of Canada, Turkey and other non-U.S. jurisdictions, or (D) any filings required under the rules and regulations of the NYSE, (iii) result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, lease, license, agreement contract or agreement, or other instrument or obligation to which Harcourt, NEC the Company or SVAC any Company Subsidiary is a party or by which any of them or any of their respective properties or assets may be is bound (the “Company Agreements”) or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any Company Subsidiary or any of their respective properties or assets, excluding from ; except in the foregoing case of clauses (ii), (iii) and (iiiiv) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such violations, breachesrights, breaches or defaults have not had and would not reasonably be expected to have, individually or such rights which in the aggregate would not have aggregate, a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. Assuming (a) Except for the filings required under the Antitrust Laws are made and the applicable waiting periods thereunder have been terminated or have expired, (ib) applicable the requirements of the Exchange ActAct relating to the Offer and the Proxy Statement, state securities or "blue sky" lawsif any, and are met, (iic) the filing and recordation of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, no filing or registration with, no notice to or permit from, are made and no authorization, consent or (d) approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for this Agreement and the consummation Merger by Harcourt, NEC or SVAC the stockholders of the transactions contemplated Company, if required by this Agreementthe DGCL, except where the failure to make such filingis received, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC the Company and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will shall not: (i) violate or conflict with or result in any breach of any provision of the Company's Certificate of Incorporation or the Company's By-laws Laws or the comparable governing documents of Harcourt, NEC or SVAC, any of its Subsidiaries; (ii) violate or conflict with any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) except as set forth on Schedule 4.4 of the Company Disclosure Letter, require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (iv) except as set forth on Schedule 4.4 of the Company Disclosure Letter, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or acceleration) acceleration or any right which becomes effective upon the occurrence of a merger, consolidation, or change of control under), result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, Permit, agreement, contract, arrangement, lease, franchise agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be bound or (iii) violate are bound, other than any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, such breaches, defaults conflicts, defaults, obligations, rights of termination, cancellations, accelerations or such rights which losses that are immaterial in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1nature.

Consents and Approvals; No Violations. (a) Except for (i) the approval of the Office of Thrift Supervision as described in Section 6.3 hereto, and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Exchange Actof, state securities insurance and mortgage brokerage laws or "blue sky" lawsregulations, and (ii) the filing and acceptance for record or recordation of the Certificate of Merger a merger certificate as required by the DGCLGCA, no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourtof, NEC or SVAC. (b) Neither any Regulatory Authority is necessary for the execution and delivery by NetBank or Interim of this Agreement by Harcxxxx, XXC and SVAC nor or the consummation by Harcxxxx, XXC and SVAC NetBank or Interim of the transactions contemplated hereby and thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a NetBank Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by NetBank or Interim nor compliance the consummation by Harcourt, NEC and SVAC with any NetBank or Interim of the provisions hereof transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or By-laws bylaws (or similar charter or organizational documents) of Harcourt, NEC NetBank or SVACInterim, (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC NetBank or SVAC Interim is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC NetBank or SVAC Acquisition or any of NetBank's other subsidiaries or any of their respective properties or assetsassets except, excluding from in the foregoing clauses case of (ii) and or (iii) ), for violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or "blue sky" sky laws, the HSR Act and (ii) the filing and recordation of the a Certificate of Merger as required by the DGCLGBCC, no filing with or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Purchaser or Acquisition Sub of this Agreement or the consummation by Purchaser or Acquisition Sub of the Offer and the Merger, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect on Harcourt, NEC or SVACEffect. (b) Neither the execution and execution, delivery or performance of this Agreement by HarcxxxxPurchaser or Acquisition Sub, XXC and SVAC nor the consummation by Harcxxxx, XXC Purchaser and SVAC Acquisition Sub of the transactions contemplated hereby nor compliance by HarcourtOffer and the Merger, NEC and SVAC with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate or Articles of Incorporation or By-laws Bylaws of Harcourt, NEC Purchaser or SVACAcquisition Sub, (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of Purchaser or Acquisition Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC Purchaser or SVAC Acquisition Sub is a party or by which any either of them or any of their respective properties or assets may be bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC Purchaser or SVAC Acquisition Sub or any of their respective properties or assets, excluding from except in the foregoing clauses case of (iib) and or (iiic) for any such violations, breaches, defaults (or such rights of termination, amendment, cancellation or acceleration), Liens or failures to obtain consents which would not individually or in the aggregate would not aggregate, have a Purchaser Material Adverse Effect on HarcourtEffect. As used in this Agreement, NEC the term "Purchaser Material Adverse Effect" shall mean any change or SVAC. ARTICLE IV COVENANTS SECTION 4.1effect that is materially adverse to the business, results of operations or condition (financial or otherwise) of Purchaser or Acquisition Sub other than any change or effect that does not affect Purchaser's or Acquisition Sub's ability to perform their respective obligations under this Agreement.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by Parent and the Sub does not, and the consummation of the Transactions will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Sub under, (i) any provision of the certificate of incorporation or bylaws of Parent or the Sub, (ii) any contract, agreement, note, mortgage, indenture, lease, franchise, license, permit, judgment or order to which Parent or the Sub is a party or by which any of their respective properties or assets are bound, or (iii) assuming all the consents, filings and registrations referred to in the next sentence are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or the Sub or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses, Liens or failure to make or obtain any such consents, filings or registrations, that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. No filing or registration with, or authorization, consent or approval of, any Governmental Authority is required by or with respect to Parent or the Sub in connection with the execution and delivery of this Agreement by Parent or the Sub or is necessary for the consummation of Transactions, except (a) Except for (i) applicable requirements in connection, or in compliance, with the provisions of the Exchange HSR Act, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and appropriate documents with the relevant Governmental Entities of other states in which Parent or the Sub is qualified to do business, (c) State Takeover Approvals or state securities or "blue sky" laws, (d) such filings as may be required in connection with the taxes described in Section 6.14, (e) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or the Sub conducts any business or owns any property or assets and (iivi) the filing such other consents, orders, authorizations, registrations, declarations and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where filings the failure of which to make such filingbe obtained or made would not, registration individually or notice or in the aggregate, reasonably be expected to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Parent.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the The execution and delivery of this Agreement by Harcxxxxdo not, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor and compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Commodore or any of its Subsidiaries under: (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC Commodore or SVACthe comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) result in a violation any loan or breach ofcredit agreement, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, licenselease, agreement agreement, instrument, permit, concession, franchise or other instrument or obligation license applicable to which Harcourt, NEC or SVAC is a party or by which any of them Commodore or any of their properties or assets may be bound its Subsidiaries or (iii) violate any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Harcourt, NEC Commodore or SVAC any of its Subsidiaries or any of their respective properties or assets, excluding from other than, in the foregoing case of clauses (ii) and (iii) ), any such violations, breachesdefaults, defaults rights, liens, security interests, charges or such rights which encumbrances that, individually or in the aggregate aggregate, would not reasonably be expected to have a Material Adverse Effect on HarcourtCommodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Commodore or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Commodore or is necessary for the consummation of this Agreement and the other transactions contemplated by this Agreement, except for such consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Commodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements as set forth in Section 3.05 of the Exchange ActDisclosure Schedule, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither neither the execution and delivery of this Agreement or the other agreements and instruments to be executed by HarcxxxxSeller in connection herewith, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof or thereby will (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-laws Laws (or other comparable governing documents) of Harcourtthe Company, NEC the Company Subsidiaries or SVACthe Seller, (iib) require any consent, waiver, approval, authorization or permit (a "Consent") of, or filing with or notification to, any governmental or regulatory authority, arbitrator, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), except where the failure to obtain such Consent or make such filing or notification is not reasonably likely to have a Company Material Adverse Effect, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, cancellation or acceleration) acceleration or any obligation to repay under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, mortgage, indentureencumbrance, license, government registration, contract, lease, agreement or other instrument or obligation (each, an "Obligation") to which Harcourtthe Company, NEC any Company Subsidiary or SVAC the Seller is a party or by which the Company, any of them Company Subsidiary or the Seller or any of their properties respective property or assets may be bound bound, except such violations, breaches and defaults which, in the aggregate, are not reasonably likely to have a Company Material Adverse Effect or would not impair, hinder or adversely affect the ability of the Seller to perform any of its obligations under this Agreement or to consummate the transactions contemplated hereby (a "Seller Material Adverse Effect") or those as to which requisite waivers or Consents have been obtained or (iiid) violate any order, writ, settlement, judgment, injunction, decree, statute, rule ordinance, rule, law, code, regulation or regulation other requirement (each, an "Order") of any Governmental Entity applicable to Harcourtthe Company, NEC any Company Subsidiary or SVAC or any of their properties or assetsthe Seller, excluding from the foregoing clauses (ii) and (iii) violationsexcept such violations which, breaches, defaults or such rights which in the aggregate would aggregate, are not reasonably likely to have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1a Seller Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required by or under, as applicable, and other applicable requirements of of, the Exchange Act, state securities or "blue sky" lawsand the rules and regulations promulgated thereunder (including filing with the SEC of a proxy statement relating to the approval by Parent's stockholders of the issuance of more than 20% of Parent's outstanding shares pursuant to this Agreement), the STB and the Texas Corporation Act, and (ii) the filing and recordation except as set forth in Section 4.05 of the Certificate of Merger as required by Disclosure Schedule, neither the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC Parent and SVAC Sub nor the consummation by Harcxxxx, XXC Parent and SVAC Sub of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or By-laws bylaws of Harcourt, NEC or SVACParent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to have a material adverse effect on the Parent or prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Harcourt, NEC Parent or SVAC Sub is a party or by which any either of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC Parent or SVAC Sub or any of their properties or assets, excluding from except in the foregoing clauses case of clause (iiiii) and (iiiiv) for violations, breaches, breaches or defaults or such rights which in the aggregate would that could not be reasonably expected to have a Material Adverse Effect material adverse effect on Harcourt, NEC the Parent or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements None of the Exchange Act------------------------------------- execution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by HarcxxxxParent or the Purchaser, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC Parent or the Purchaser of the transactions contemplated hereby nor Transactions, or compliance by Harcourt, NEC and SVAC Parent or the Purchaser with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or By-laws Bylaws of Harcourt, NEC or SVACthe Purchaser, (iib) violate, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, provisions under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, agreement franchise, permit, concession, contract, lease or other instrument or obligation agreement to which Harcourt, NEC or SVAC Parent is a party (c) require any filing by Parent or by which the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of them or the Exchange Act and Securities Act, (ii) any of their properties or assets filing pursuant to the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be bound required under the HSR Act, the ECMR and comparable merger and notifications, laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC and The New York Stock Exchange, Inc. of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (iiiiv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries, or any of their properties or assets, excluding from except in the foregoing clauses case of clause (iib), (c) and or (iiid) such violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not have a Material Adverse Effect on Harcourtaggregate, NEC impair in any material respect the ability of each of Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. (a) Except for as set forth in Schedule 4.05 or as otherwise stated herein, neither the execution, delivery and performance of this Agreement, the Interim Management Agreement or the Forbearance Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby or thereby, will (i) applicable requirements con- flict with or result in any breach of any provisions of the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries, (ii) require a filing with, or a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or administrative agency or commission (a "Governmental Entity"), except in connection with or in order to comply with the applicable provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws, the By-Laws of the National Association of Securities Dealers (the "NASD") and (ii) the filing and recordation of the a Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVAC, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Liens on any property or asset of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation (each, a "Contract") to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Harcourtthe Company, NEC or SVAC any of its Subsidiaries or any of their properties or assets, excluding from except, in the foregoing case of clauses (ii), (iii) and (iii) iv), where the failure to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches, breaches or defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1or

Consents and Approvals; No Violations. (a) Except for (ia) applicable requirements of and filings with the SEC under the Exchange Act, state securities or "blue sky" lawsincluding the Proxy Statement to be mailed to the Company’s stockholders in connection with the Company Special Meeting (the “Proxy Statement”) and a registration statement on Form N-14 in which the Proxy Statement will be included as a prospectus (the “Form N-14”), and declaration of effectiveness of the Form N-14, (iib) filings with NASDAQ, (c) the filing and recordation of the Certificate of First Merger as required by and the DGCLCertificate of Second Merger, no filing (d) applicable requirements under corporation or registration with“blue sky” laws of various states, no notice (e) compliance with the Investment Company Act and (f) any consents, approvals or filings referred to in the Company Disclosure Letter, neither the execution, delivery or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Certificate certificate of Incorporation incorporation or Byby-laws (or equivalent organizational documents) of Harcourt, NEC the Company or SVACany of its Subsidiaries, (ii) assuming that the consents, approvals, and filings referred to in the Company Disclosure Letter are duly obtained and/or made, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them the Company or any of their properties or assets may be bound or its Subsidiaries is a party, (iii) assuming that the consents, approvals, and filings referred to in the Company Disclosure Letter are duly obtained and/or made, violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Harcourt, NEC or SVAC the Company or any of their properties its Subsidiaries or assets(iv) require on the part of the Company any filing or registration with, excluding from notification to, or authorization, consent or approval of, any federal, state, local or foreign government, court, legislative, executive or regulatory authority, commission, agency or any self-regulatory agency (a “Governmental Entity”); except in the foregoing case of clauses (ii), (iii) and (iiiiv) for such violations, breaches, defaults defaults, terminations, cancellations or such rights accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not, individually or in the aggregate would not aggregate, have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities No filing with or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit fromto, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any public of its Subsidiaries for the execution, delivery and performance by Purchaser and/or its Subsidiaries, as applicable, of this Agreement or governmental body any Ancillary Agreement or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by HarcourtPurchaser and/or its Subsidiaries, NEC or SVAC of the transactions contemplated by this Agreementas applicable, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor or thereby, except (a) compliance by Harcourt, NEC and SVAC with any applicable requirements of any Competition and Foreign Investment Laws; (b) compliance with any Permits relating to the Business; or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not have a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the provisions hereof preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by Purchaser and/or its Subsidiaries, as applicable, nor the consummation by Purchaser and/or its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate respective articles of Incorporation incorporation or Byby-laws (or similar governing documents) of Harcourt, NEC Purchaser or SVACits Subsidiaries, (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC Purchaser or SVAC is a party or by which any of them its Subsidiaries or any of their respective properties or assets may be bound are bound, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Harcourt, NEC Purchaser or SVAC any of its Subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) and or clause (iii) violations), breaches, defaults or such rights which in the aggregate as would not have a Purchaser Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for the notices, filings and consents set forth in Section 3.4 of the Company Disclosure Schedule (iincluding, if applicable, such notices, filings and consents applicable to the Company and its subsidiaries as may be required under any environmental, health or safety law or regulation, under federal and state laws, rules and regulations applicable to health care providers reimbursed under the federal Medicare and state Medicaid programs, under any certificate of need law or regulation, or under any state licensure law or regulation) and the filings, permits, orders, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), state securities or "blue sky" sky laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing neither the execution, delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or the By-laws or similar organizational documents of Harcourt, NEC the Company or SVACof any of its subsidiaries, (ii) require any notice to, filing with, or permit, order, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "GOVERNMENTAL ENTITY"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgagexxxx- gage, indenture, lease, Medicare or Medicaid provider agreement, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound (collectively, the "COMPANY AGREEMENTS") or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such violations, breachesbreaches or defaults which would not, defaults individually or such rights which in the aggregate would not aggregate, have a Material Adverse Effect material adverse effect on Harcourtthe Company and its subsidiaries, NEC or SVACtaken as a whole. ARTICLE IV COVENANTS SECTION 4.1Section 3.4 of the Company Disclosure Schedule sets forth a list of any notices, filings, consents and approvals required to be obtained under the Company Agreements in connection with this Agreement prior to the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or any federal, state, county or local administrative, governmental or regulatory body, agency, authority (including a self-regulated authority), instrumentality, commission, board or body (a "Governmental Entity") is required on the part of the Company or any of its Subsidiaries for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the Merger, except (a) Except for in connection with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (ithe "HSR Act"), (b) pursuant to the applicable requirements of the Exchange ActAct and the SEC's rules and regulations promulgated thereunder, state securities or "blue sky" laws, and (iic) the filing and recordation of the Certificate of Merger as required by pursuant to the DGCL, no filing GBCC or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except (d) where the failure to obtain such permits, authorizations, consents or approvals or to make such filing, registration filings or give such notice or to obtain such permit, authorization, consent or approval would not have a Company Material Adverse Effect on HarcourtEffect. Except as disclosed in Section 3.6 of the Company Disclosure Schedule, NEC neither the execution, delivery or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof Merger will (i) conflict with or result in any breach of any provision of the respective Certificate or Articles of Incorporation or By-laws Bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACof any its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of the Company or its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) for any such violations, breaches, defaults (or such rights of termination, amendment, cancellation or acceleration), Liens or failures to obtain consents which would not, individually or in the aggregate would not aggregate, have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of the Exchange Act, state securities No filing with or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit fromto, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have of, any federal, state, local or foreign court or tribunal or administrative, governmental, arbitral or regulatory body, agency or authority (a Material Adverse Effect "Governmental Entity"), is required on Harcourtthe part of the Company or any of its Subsidiaries for the execution, NEC delivery and performance by the Company of this Agreement or SVAC. the consummation by the Company of the transactions contemplated hereby, except (a) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (b) the filing of the Schedule 13E-3 and the Proxy Statement, (c) the filing of the Articles of Merger pursuant to the IBCL, or (d) where the failure to obtain such permits, authorizations, consents or A-11 approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the execution execution, delivery and delivery performance of this Agreement by Harcxxxxthe Company, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourthereby, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective articles of Incorporation incorporation or By-laws bylaws (or similar governing documents) of Harcourt, NEC the Company or SVACof any its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, alteration or acceleration, or result in the creation of a Lien on any property or asset of the Company or any of its Subsidiaries, or trigger any rights of first refusal) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties respective properties, capital stock or assets may be bound bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Harcourt, NEC the Company or SVAC any of its Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) above for violations, breaches, defaults or such rights which other occurrences that would not, individually or in the aggregate would not aggregate, have a Company Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements of as set forth on Schedule 2.5, neither the Exchange Actexecution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC Seller nor the consummation by Harcxxxx, XXC and SVAC Seller of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC Seller with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-laws of Harcourt, NEC Seller or SVACany Railcar Subsidiary, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Material Adverse Effect), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Harcourt, NEC Seller or SVAC any Railcar Subsidiary is a party or by which any of them or any of their the properties or assets of the Railcar Business may be bound or bound, (iiid) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC Seller or SVAC any Railcar Subsidiary or any of their the properties or assetsassets of the Railcar Business or (e) result in the creation or imposition of any lien, excluding from claim, charge, restriction, equity or encumbrance of any kind whatsoever upon, or give to any person other than Buyer any interest or right (including any right of termination or cancellation) in, or with respect to, any of the foregoing clauses Shares or the assets of any Railcar Subsidiary, except in the case of (iic), (d) and (iiie) for violations, breaches, defaults defaults, liens, claims, charges, restrictions, equities or such rights encumbrances which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.

Consents and Approvals; No Violations. (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the filing with the SEC of the Exchange Act, state securities or "blue sky" lawsSchedule 14D-9), and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ii) the filing and recordation of "HSR Act"), neither the Certificate of Merger as required by the DGCLexecution, no filing delivery or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxx, XXC and SVAC the Company nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC the Company or SVACof the similar organizational documents of any of its subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the Company or prevent or materially delay the consummation of the Offer), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Harcourt, NEC the Company or SVAC any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiiiv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourtthe Company, NEC or SVAC any of its subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (ii) and (iii) or (iv) for violations, breaches, breaches or defaults or such rights which in the aggregate that would not have a Material Adverse Effect material adverse effect on Harcourt, NEC the Company or SVAC. ARTICLE IV COVENANTS SECTION 4.1prevent or materially delay the consummation of the Offer.

Consents and Approvals; No Violations. Except, in the case of clause (ab) Except below, for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, state securities or "blue sky" lawsthe HSR Act, Exon-Fxxxxx and (ii) the filing and recordation of the Certificate of Merger as required by the DGCLMerger, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC none of the transactions contemplated by this Agreementexecution, except where the failure to make such filing, registration delivery or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by HarcxxxxParent or Merger Sub, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Harcourt, NEC and SVAC Parent or Merger Sub with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation, bylaws or By-laws other similar organizational documents of Harcourt, NEC or SVACParent and Merger Sub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) 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 a right of of, or result in, termination, cancellation amendment, cancelation or acceleration) acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, permit, concession, franchise, agreement or other instrument or obligation obligation, whether written or oral, to which Harcourt, NEC Parent or SVAC any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iiid) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to HarcourtParent, NEC or SVAC any of its Subsidiaries (including Merger Sub) or any of their properties or assets, excluding from except in the foregoing clauses case of clause (iib), (c) and or (iiid) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breachesbreaches or defaults have not had and would not reasonably be expected to have, defaults individually or such rights which in the aggregate would not have aggregate, a Material Adverse Effect material adverse effect on Harcourt, NEC or SVACthe ability of Parent and Merger Sub to consummate the Merger and the other Transactions. ARTICLE IV COVENANTS SECTION 4.1Table of Contents

Consents and Approvals; No Violations. (a) Except for (i) applicable requirements None of the Exchange Actexecution, state securities delivery or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery performance of this Agreement by Harcxxxxthe Company, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC the Company of the transactions contemplated hereby nor Merger or any other Transaction or compliance by Harcourt, NEC and SVAC the Company with any of the provisions hereof of this Agreement will (ia) assuming the Shareholder Approval is obtained, conflict with or result in any breach of any provision of the Certificate Company Governing Documents or the comparable organizational or governing documents of Incorporation any of its Subsidiaries, (b) require any filing by the Company or By-laws any of Harcourtits Subsidiaries with, NEC or SVACthe obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act, (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act, (iii) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger, including the joining of the Company in the filing of the Schedule 13E-3, which shall incorporate by reference the proxy statement relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company and a notice convening the Shareholders’ Meeting in accordance with the Company Governing Documents (including any amendment or supplement thereto, the “Proxy Statement”), and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3, (iv) such filings as may be required under the rules and regulations of Nasdaq in connection with this Agreement or the Merger and (v) such filings as may be required in connection with state and local transfer Taxes, (c) require any consent or waiver by any Person under, result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which Harcourt, NEC the Company or SVAC any of its Subsidiaries is a party party, (d) result in the creation or by which imposition of any Lien on any asset of the Company or any of them its Subsidiaries, except for any Permitted Liens, or (e) violate any Order or Law applicable to the Company, any Subsidiary of the Company, or any of their properties respective properties, assets or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any operations; except in each of their properties or assets, excluding from the foregoing clauses (iib), (c), (d) and (iiie) where (x) any failure to obtain such permits, authorizations, consents, waivers or approvals, (y) any failure to make such filings, or (z) any such modifications, violations, breachesrights, defaults impositions, breaches or such rights which defaults, individually or in the aggregate aggregate, has not had and would not have reasonably be expected to have, a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1Effect.