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

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the WWNI Disclosure Schedule no filing with or notice to, and no 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 WWNI of this Agreement or the consummation by WWNI 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 WWNI. Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, WWNI nor the consummation by Parent or Purchaser WWNI of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate respective Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActWWNI, (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 filings as right of termination, amendment, cancellation or acceleration 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 WWNI is a party or by which any of its properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, WWNI or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on WWNI.

Consents and Approvals; No Violations. None Except as set forth in Section 5.3 of the ARG Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution and delivery by the ARG Trust of this Agreement or the consummation by the ARG Trust 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 an ARG Trust Material Adverse Effect. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, the ARG Trust nor the consummation by Parent or Purchaser the ARG Trust of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational governing documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserARG Trust, (b) require any filing by Parent result in a violation or Purchaser withbreach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or result in the permitcreation of a Lien on any property or asset of the ARG Trust, authorization, consent or approval oftrigger any rights of first refusal) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the ARG Trust is a party or by which the ARG Trust or its properties or assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the ARG Trust or its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such above for violations, breaches breaches, defaults or defaults which other occurrences that would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshave an ARG Trust Material Adverse Effect.

Consents and Approvals; No Violations. None of (a) Neither the execution, execution and delivery or performance of this Agreement nor the performance by each of Parent or Purchaser, the consummation by Parent or and Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof its obligations hereunder will (ai) conflict with or result in any breach of any provision of the articles of incorporation or bylaws (or other governing or organizational documents documents) of Parent or the Certificate of Incorporation or Bylaws of Purchaser, as the case may be, or (bii) require 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 filing by right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which any of Parent or Purchaser with, is a party or the permit, authorization, consent by which any of them or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) respective assets used or held for use by any filings as of them may be required under the DGCL, bound or (iii) assuming that the filings, permitsregistrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictionsbe, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Parentwhich either Parent or Purchaser is subject, any of its Subsidiaries, or any of their properties or assets, except in excluding from the case of clause foregoing clauses (bii) or and (ciii) such violationsrequirements, breaches defaults, breaches, rights or defaults which violations (A) that would not, individually or in the aggregate, impair in any reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material respect adverse effect on the ability of each either Parent and or Purchaser to perform its obligations under this Agreement, consummate the transactions contemplated hereby or (B) that become applicable as the case may bea result of any acts or omissions by, or prevent facts specifically pertaining to, the consummation of any the TransactionsCompany.

Consents and Approvals; No Violations. None No filing with or notice to, and no Permit of or from, any Governmental Entity is required on the part of Trimble or the Company for the execution and delivery by Trimble or the Company, as applicable, of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, except compliance with the applicable requirements of the HSR Act and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B). Assuming compliance with the items described in the preceding sentence, neither the execution, delivery or and performance of this Agreement by Parent Trimble or Purchaser, the Company nor the consummation by Parent the Trimble Group or Purchaser the Company of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach breach, violation or infringement of any provision of the organizational documents Organizational Documents of Parent Trimble or the Certificate of Incorporation or Bylaws of PurchaserCompany, as applicable, (b) require any filing by Parent result in a breach, violation or Purchaser withinfringement of, or constitute (with or without notice or lapse of time or both) a default (or give rise to the permitcreation of any Lien, authorizationexcept for Permitted Liens, consent or approval ofany right of termination, amendment, cancellation or acceleration) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings Contract to which Trimble or the Company, as applicable, is a party or by which its respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to ParentTrimble or the Company, any of its Subsidiariesas applicable, or any of their its properties or assets, except in the case of clause each of clauses (b) and (c), for breaches, violations, defaults, Liens, rights or infringements that would not reasonably be expected to (i) prevent or materially delay any of the transactions contemplated hereby or (cii) such violations, breaches or defaults which would not, individually or in the aggregate, materially impair in any material respect the ability of each Parent and Purchaser Trimble or the Company, as applicable, to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None of (a) Neither the execution, execution and delivery or performance of this Agreement nor the performance by Parent or Purchaser, the consummation by Parent or Purchaser Merger Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof its respective obligations hereunder will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Purchaser, (b) require any filing by Parent or Purchaser withof Merger Sub, as applicable, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (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 filings as right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be required under the DGCL, bound or (iii) assuming that the filings, permitsregistrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictionsbe, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Parentwhich Parent or Merger Sub is subject, any of its Subsidiaries, or any of their properties or assets, except in excluding from the case of clause foregoing clauses (bii) or and (ciii) such violationsrequirements, breaches defaults, breaches, rights or defaults which violations (A) that would not, individually or in the aggregate, impair in any reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material respect adverse effect on the ability of each Parent and Purchaser to perform its obligations under this Agreement, hereunder or (B) that become applicable as the case may bea result of any acts or omissions by, or prevent facts specifically pertaining to, the consummation of any the TransactionsCompany.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by Parent or Purchaser, the Company nor the consummation by Parent or Purchaser the Company of the Transactionstransactions contemplated hereby will require any filing with, notice to, or compliance Permit (as defined in Section 4.11), 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"). Neither the execution, delivery or performance of this Agreement by Parent or Purchaser with any the Company nor the consummation by the Company of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents Articles of Parent Organization or By-laws of the Certificate Company or any of Incorporation or Bylaws of Purchaserits Subsidiaries, (b) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (c) except as set forth on Schedule 4.5, result in a violation or breach of, require any filing by Parent or Purchaser withnotice 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, acceleration or right of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the permit, authorization, consent or approval ofloss of a material benefit) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, conditions or provisions of any Commitment (as defined in Section 4.10) to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assetsassets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clause clauses (bc), (d) or (ce) such for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaults which would notthat, individually or in the aggregate, impair in any material respect the ability of each Parent have not had an adverse effect that has not been cured and Purchaser reasonably would not be expected to perform its obligations under this Agreement, as the case may be, have an adverse effect or prevent or delay the consummation of any the TransactionsOffer and/or the Merger.

Consents and Approvals; No Violations. None Except for the applicable requirements of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser Exchange Act and Laws of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserCayman Islands, (bi) require any no filing by Parent or Purchaser with, or the and no permit, authorization, consent or approval of, any Governmental Entity (except is necessary on the part of each of Parent or Merger Sub for (i) compliance with any applicable requirements the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation by each of Parent and Merger Sub of the Exchange Act, transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by each of Parent and Merger Sub nor the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, nor compliance by each of Parent and Merger Sub with any filings as may be required under of the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of provisions hereof shall (A) require the Schedule TOconsent or approval of any other Person pursuant to any Contract binding on each of Parent and Merger Sub or each of their properties or assets, (B) conflict with or violate any provision of the Proxy Statementorganizational documents of each of Parent and Merger Sub, if stockholder approval is required by law and (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such reports under Section 13(a) property or asset of the Exchange Act as may be required in connection with this Agreement and the Transactionseach of Parent or Merger Sub pursuant to, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their properties or assets is bound or affected, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cD) violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to Parent, any each of its Subsidiaries, Parent and Merger Sub or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None (a) Other than as set forth on Section 4.2(a) of the executionTarget Disclosure Letter, the execution and delivery or performance of this Agreement by Parent or PurchaserTarget do not, the execution and delivery by Target of the Ancillary Agreements to be executed and delivered by Target as contemplated hereby will not and the consummation by Parent or Purchaser Target of the Transactionstransactions contemplated hereby and thereby will not result in a violation or breach of, 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, payment or acceleration) under, or compliance by Parent or Purchaser with result in the creation of any Lien on any of the provisions hereof will properties or assets of Target or any of its Subsidiaries (ataken as a whole), except for Permitted Liens, under: (i) conflict with or result in any breach of any provision of the organizational documents Organizational Documents of Parent Target or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any Material Contract to which Target or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets, assets is bound except in the case of clause clauses (bii) or and (ciii) above, for such violations, filings, permits, consents, approvals, notices, breaches or defaults conflicts which would not, not individually or in the aggregate, impair in any material aggregate be reasonably expected to have a Material Adverse Effect with respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsTarget.

Consents and Approvals; No Violations. None No Permit of, with or from, any Governmental Entity is required on the part of (a) AGCO for the execution and delivery by AGCO of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except, (i) as listed on Section 4.4 of the AGCO Disclosure Schedule; (ii) compliance with any applicable requirements of the HSR Act and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B); or (iii) any such Permit, the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to have a JCA Material Adverse Effect. Assuming compliance with the items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof AGCO will (aA) conflict with or result in any breach or violation of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TOits Organizational Documents, (B) result in a breach or violation of, or constitute (with or without notice or lapse of time or both) a default (or give rise to the Proxy Statementcreation of any Lien, if stockholder approval is required by law and except for Permitted Liens, or any right of termination, amendment, cancellation, change in terms or acceleration) under, any JCA Material Contract or (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries, or any of their properties or assetsAGCO, except in the case of clause each of clauses (bB) and (C), for breaches or (c) such violations, breaches defaults, Liens or defaults which rights that would notnot reasonably be expected to have, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsa JCA Material Adverse Effect.

Consents and Approvals; No Violations. None Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (the "Sub Disclosure Schedule") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and the DGCL, neither the execution, delivery or performance of this Agreement by Parent or Purchaser, Sub nor the consummation by Parent or Purchaser Sub of the Transactions, or transactions contemplated hereby nor compliance by Parent or Purchaser Sub with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws the bylaws of PurchaserParent or its Subsidiaries, (bii) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements on the part of the Exchange Act, (ii) any filings as may be required under the DGCLParent or its Subsidiaries, (iii) filingsresult in a violation or breach of, permitsaccelerate the performance of obligations or alter the rights under, authorizationsor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws amendment, cancellation or regulations of foreign jurisdictionsacceleration) under, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) any of the Exchange Act as may be required in connection with this Agreement terms, conditions or provisions of any contracts, agreements, commitments, instruments and the Transactionsguarantees to which Parent or its Subsidiaries is a party, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Legal Requirement applicable to Parent, any of Parent or its Subsidiaries, or except in any case referred to in any of their properties or assets, except in the case of clause clauses (bii) or through (civ) such violations, breaches or defaults which would notabove which, individually or in the aggregate, impair would not reasonably be expected to result in any a material respect adverse effect on the ability of each Parent and Purchaser Sub to perform its their obligations under this Agreement, as Agreement or consummate the case may be, or prevent the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Except for the filings as set forth in Section 4.3 of the Parent Disclosure Schedule and except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the laws of any foreign jurisdiction, state securities or blue sky laws and the TBCA, none of the execution, delivery or performance of this Agreement by Parent or the Purchaser, the consummation by Parent or the Purchaser of the Transactions, Transactions or compliance by Parent or the Purchaser with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the organizational documents respective certificate of incorporation or by-laws of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (bii) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCLEntity, (iii) filingsresult in a violation or breach of, permitsor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, authorizationscancellation or acceleration) under, consents and approvals as any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Subsidiaries or any of their properties or assets, except in excluding from the case of clause foregoing clauses (bii), (iii) or and (civ) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each have a Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsMaterial Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except Except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under under, and compliance with other applicable requirements of, the HSR Act Exchange Act, the Securities Act, state securities or "blue sky" laws, and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) for the filing or deemed filing recordation of this Agreement or the Certificate of Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby nor compliance by Parent and Sub with any of the SEC, provisions hereof will (i) result in any breach or violation of any provision of the Nasdaq Stock Market, Inc. and the New York Stock Exchange memorandum or articles of (A) the Schedule TOassociation or similar organizational documents of Parent or any of its subsidiaries, (Bii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except where the Proxy Statementfailure to obtain such permits, if stockholder approval is required by law and authorizations, consents or approvals or to make such filings would not have a Material Adverse Effect with respect to Parent, (Ciii) such reports under Section 13(aresult 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 increase in the rate of interest) under, any of the Exchange Act as 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 Parent or any of its subsidiaries is a party or by which or any of their properties or assets may be required bound (a "Parent Agreement") or result in connection the creation of a Lien upon any of the properties or assets of Parent for violations, breaches, defaults, or rights of termination, amendment, cancellation or acceleration, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with this Agreement and the Transactions, respect to Parent or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries, subsidiaries or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Assuming the Consents from Governmental Entities and third parties set forth on Section 4.03 of such Parent’s Disclosure Letter have been obtained, the executionexecution and delivery of any Transaction Documents by such Contributed Subsidiary to which it is a party, delivery or performance of this Agreement by Parent or Purchaser, and the consummation by Parent or Purchaser such Contributed Subsidiary of the Contemplated Transactions, do not and will not (i) violate or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the its articles of incorporation, bylaws, certificate of formation or limited liability company agreement, as applicable, or any other governing or organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actsuch Person, (ii) violate or conflict with any filings as Law or Order of any Governmental Entity applicable to such Contributed Subsidiary or by which any of its Assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsrequire any Governmental Approval, or (iv) such filings and approvals as may be required by result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any applicable state securitiesright of termination, blue sky cancellation or takeover laws) acceleration, or (c) violate result in the creation of any orderLien upon any of its respective Assets or gives rise to any obligation, writright of termination, injunctioncancellation, decree, statute, rule acceleration or regulation applicable to Parentincrease of any obligation or a loss of a benefit under, any of its Subsidiariesthe terms, conditions or provisions of any of their properties or assetsContract, except excluding in the case of clause clauses (bii) or through (civ) such above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would notnot reasonably be expected to be, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser materially adverse to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionssuch Contributed Subsidiary’s Business.

Consents and Approvals; No Violations. None Except for applicable requirements of the executionHSR Act, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any no filing by Parent or Purchaser with, or the permitand no Permit, authorization, consent or approval of, any Governmental Entity (except public body or authority is necessary for (i) the consummation by the Company or the Operating Subsidiaries of the transactions contemplated by this Agreement. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement by the Company or the Operating Subsidiaries nor the consummation by the Company and the Operating Subsidiaries of the transactions contemplated hereby, nor compliance by the Company and the Operating Subsidiaries with any applicable requirements of the Exchange Actprovisions hereof, will (a) require any consent or approval of any third party, (iib) result in the imposition of any filings as may be required under the DGCLEncumbrance against any Asset, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate result in a violation or breach of, or conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any ordernote, writbond, injunctionindenture, decreemortgage, statutedeed of trust, rule lease, franchise, permit, authorization, license, contract, instrument or regulation applicable other agreement or commitment to Parent, which the Company or any of its Subsidiaries, the Operating Subsidiaries is a party or by which the Company or any of the Operating Subsidiaries or any of their respective assets or properties are bound or assetsencumbered, except in the case of clause (bi) those that have already been given, obtained or filed, or (ii) with respect to clauses (a) and (c) above, such consents, approvals, violations, breaches breaches, conflicts, or defaults which would not, individually or in the aggregate, impair have a material adverse effect on the Company, the Operating Subsidiaries, the Assets or the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Company and the Operating Subsidiaries, nor the consummation by the Company and the Operating Subsidiaries of the transactions contemplated hereby, nor compliance by the Company and the Operating Subsidiaries with any of the provisions hereof, will (i) conflict with or result in any breach of any provisions of the organizational documents of the Company or any Operating Subsidiary or (ii) violate in any material respect any existing Order, writ, injunction, statute or Regulation applicable to the ability Company or any Operating Subsidiary or any of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, their respective properties or prevent the consummation of any the Transactionsassets.

Consents and Approvals; No Violations. None of the The execution, delivery or and ------------------------------------- performance of this Agreement and the Seller's Agreements by Parent or Purchaser, Seller and the consummation by Parent or Purchaser Seller of the Transactionstransactions contemplated hereby and thereby will not, with or compliance by Parent without the giving of notice or Purchaser with any the lapse of the provisions hereof will time or both: (a) violate, conflict with with, or result in any a breach of or default under any provision of the organizational documents charter or bylaws of Parent or the Certificate of Incorporation or Bylaws of Purchaser, Seller; (b) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to Seller or by which any of its properties or assets may be bound; (c) require any filing by Parent or Purchaser Seller with, or the permit, authorization, consent or approval require Seller to obtain any Permit of, or require Seller to give any Governmental Entity notice to, any governmental or regulatory body, agency or authority other than as set forth on Schedule 4.3 attached hereto; or (except for d) other than as set forth on Schedule 4.3 attached hereto, result in a violation or breach by Seller of, conflict with, constitute (iwith or without due notice or lapse of time or both) compliance with a default by Seller (or give rise to any applicable requirements right of termination, cancellation, payment or acceleration) under or result in the creation of any Encumbrance upon any of the Exchange Act, (ii) Assets under any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsterms, conditions, or (iv) such filings and approvals as may be required provisions of any note, bond, mortgage, indenture, Permit, Contract, Lease or other instrument or obligation to which Seller is a party, or by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, which it or any of their properties or assetsthe Assets may be bound, except in the case of clause clauses (b) or ), (c) and (d) of this Section 4.3, for such violations, breaches or defaults consents, breaches, defaults, terminations and accelerations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsaggregate would not have a Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent or Purchaserand Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent or Purchaser and Sub of the Transactionstransactions contemplated hereby will not, (i) contravene or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any a violation of breach of of, any provision of the organizational documents certificate of incorporation or by-laws of Parent or the Certificate of Incorporation or Bylaws of PurchaserSub, in each case, as currently in effect, (bii) assuming compliance with the matters referred to in Section 6.4(iv)(A)-(C), require any filing consent by any Person under, contravene or 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), or require any consent, under, any Contract to which Parent or Purchaser withany of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or result in the permitcreation of any Lien in or upon any of the properties, rights or assets of Parent or Sub, (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets, or (iv) other than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, (B) Nasdaq Rules and listing standards, and (C) the Exchange Act and the Securities Act, require on the part of Parent or Sub any filing or registration with or notification to, or require Parent to obtain any authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assetsEntity, except in the case of clause clauses (bii), (iii) or and (c) iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would notnot reasonably be expected to be material, individually or in the aggregate, impair in any material respect the ability of each to Parent and Purchaser to perform its obligations under this AgreementSubsidiaries, taken as the case may be, or prevent the consummation of any the Transactionsa whole.

Consents and Approvals; No Violations. None of the execution, (a) The execution and delivery or performance of this Agreement by Parent or Purchaserand Purchaser do not, and the consummation by Parent or Purchaser of the Transactionstransactions contemplated hereby and compliance with the provisions hereof will not, or compliance by Parent or Purchaser with (i) violate any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents certificate of Parent incorporation or the Certificate bylaws of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its SubsidiariesPurchaser, or any of their respective Subsidiaries, in each case as amended to date; (ii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation of any Lien upon any of the properties or assetsassets of Parent, except Purchaser or any of their respective Subsidiaries under, any Contract to which Parent, Purchaser, or any of their respective Subsidiaries is a party or by which Parent, Purchaser, or any of their respective Subsidiaries or any of their respective assets is bound or affected; or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with or violate any Applicable Law currently in effect, except, in the case of clause clauses (bii) or (ciii) above, for any such conflicts, breaches, defaults, violations, breaches rights or defaults which would notLiens that, individually or in the aggregate, impair in any material respect the ability of each Parent and would not reasonably be expected to have a Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsMaterial Adverse Effect.

Consents and Approvals; No Violations. None Assuming the Consents from Governmental Entities and third parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the execution, execution and delivery or performance of this Agreement and the other Transaction Documents by such Parent or Purchaserto which it is a party, and the consummation by Parent or Purchaser of the Transactions, Contemplated Transactions by such Parent do not and will not (i) violate or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the its articles of incorporation, bylaws, certificate of formation or limited liability company agreement, as applicable, or any other governing or organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actsuch Parent, (ii) violate or conflict with any filings as Law or Order of any Governmental Entity applicable to such Parent or by which any of its Assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsrequire any Governmental Approval, or (iv) such filings and approvals as may be required by result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any applicable state securitiesright of termination, blue sky cancellation or takeover laws) acceleration, or (c) violate result in the creation of any orderLien upon any of its Assets or give rise to any obligation, writright of termination, injunctioncancellation, decree, statute, rule acceleration or regulation applicable to Parentincrease of any obligation or a loss of a benefit under, any of its Subsidiariesthe terms, conditions or provisions of any of their properties or assetsContract, except excluding in the case of clause clauses (bii) or through (civ) such above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would notnot reasonably be expected to be, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser materially adverse to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionssuch Parent’s Business.

Consents and Approvals; No Violations. None Except for applicable requirements of the executionHSR Act, neither the execution and delivery or performance of this Agreement, the Escrow Agreement or the Closing Notes by Parent or Purchaser, Buyer nor the consummation by Parent or Purchaser Buyer of the Transactions, or compliance transactions contemplated by Parent or Purchaser with any of the provisions hereof this Agreement will (a) conflict with or result in any breach of any provision of the organizational documents certificate of Parent incorporation or the Certificate bylaws of Incorporation or Bylaws of PurchaserBuyer, (b) 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, acceleration or the loss of a benefit) under, or require any consent under or result in the creation of any Lien under any note, bond, mortgage, deed of trust, indenture, lease, license, commitment, Contract, agreement or other instrument, obligation or arrangement to which Buyer is a party or by which Buyer or its properties or assets may be bound or affected, (c) violate or conflict with any Laws applicable to Buyer or any of its properties or assets, or (d) require any notice to, filing by Parent or Purchaser with, or the obtaining of any permit, authorization, consent or approval ofof or any action by, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actgovernmental or regulatory authority, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws domestic or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assetsforeign, except in the case of clause clauses (b) or ), (c) and (d) of this Section 4.3 for any such violations, breaches breaches, defaults, rights of termination, cancellation or defaults which would notacceleration or requirements which, individually or in the aggregate, impair would not have a Buyer Material Adverse Effect, or which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any material respect acts or omissions by, or the status of any facts pertaining to, Buyer. As used in this Agreement, the term “Buyer Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that would, or would be reasonably expected to adversely affect the ability of each Parent and Purchaser Buyer to perform its obligations under consummate the transactions contemplated by this Agreement; provided, as that none of the case may befollowing shall be deemed in and of themselves to constitute a Buyer Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the United States economy (provided that the Buyer is not disproportionately affected thereby), (ii) the industries in which the Buyer operates in general (provided that the Buyer is not disproportionately affected thereby), or prevent (iii) the consummation announcement of any this agreement or the Transactionstransactions contemplated thereby.

Consents and Approvals; No Violations. None (a) Assuming the Governmental Approvals set forth on Section 2.03 of the executionSeller Disclosure Letter have been obtained, the execution and delivery or performance of this Agreement and the Ancillary Agreements by Parent or PurchaserSeller and, if applicable, its Subsidiaries, and the consummation by Parent or Purchaser Seller and, if applicable, its Subsidiaries of the Transactions, transactions contemplated hereby and thereby do not and will not (i) violate or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents their respective certificates or articles of Parent incorporation, bylaws or code of regulations (or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actcomparable governing documents), (ii) violate or conflict with any filings as may Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries or by which any of their respective properties or assets that will be required under the DGCLConveyed to Acquiror, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsrequire any Governmental Approval, or (iv) such filings and approvals as may result in a violation or breach of, 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 or acceleration, or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be required by Conveyed to Acquiror, or give rise to any applicable state securitiesobligation, blue sky right of termination, cancellation, acceleration or takeover laws) increase of any obligation or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parenta loss of a material benefit under, any of its Subsidiariesthe terms, conditions or provisions of any of their properties or assetsRochas Material Contract, except excluding in the case of clause clauses (bii) or through (civ) such above, conflicts, violations, breaches breaches, defaults, rights of terminations, cancellations, accelerations, creations and impositions of Security Interests, increases or defaults losses which would notnot reasonably be expected, individually or in the aggregate, impair in any to be material respect to the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsRochas Business.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the filing and recordation of a certificate of merger and a certificate of designations relating to the Parent Series A Preferred Stock as required by the DGCL, and as otherwise set forth in Section 4.6 of the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent and Merger Sub 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Except as set forth in Section 4.6 of the Parent Disclosure Schedule, neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Merger Sub nor the consummation by Parent or Purchaser Merger Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents respective certificate or articles of incorporation or bylaws (or similar governing documents) of Parent or the Certificate any of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actits subsidiaries, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws result in a violation or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbreach of, or constitute (ivwith or without due notice or lapse of time or both) such filings and approvals as may be required by a default (or give rise to any applicable state securitiesright of termination, blue sky amendment, cancellation or takeover lawsacceleration or Lien) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentunder, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiariessubsidiaries is a party, including, without limitation, station affiliation agreements, or by which any of them or any of their respective properties or assets may be bound, or (iii) violate any Law applicable to Parent or any of its subsidiaries or any of their respective properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would notnot reasonably be expected to have, individually or in the aggregate, impair in any material respect a Material Adverse Effect on Parent. No rights of first refusal or first offer, preemptive rights or similar rights of participation are applicable to the ability of each Parent and Purchaser to perform its obligations under transactions contemplated by this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except as set forth on Schedule 4.2, assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.4, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Parent Seller or Purchaser, the consummation by Parent or Purchaser Seller of the Transactionstransactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not, individually or in the aggregate, interfere in any material respect with Seller’s ownership of the Shares, or compliance otherwise prevent or materially delay the Closing and (iii) those that may be required solely by Parent or Purchaser with reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of each Transaction Document to which Seller is a party nor the consummation by Seller of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserSeller’s Governing Documents, (b) require any filing by Parent result in a violation or Purchaser withbreach of, or the permitcause acceleration, authorizationor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, consent cancellation or approval of, acceleration) under any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval material agreement to which Seller 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) a party or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parentof any Governmental Entity having jurisdiction over Seller, any of its Subsidiaries, or any of their properties or assets, except which in the case of clause any of clauses (b) or and (c) such violationsabove, breaches or defaults which would not, individually or in the aggregate, impair in any have a material respect adverse effect on Seller’s ownership of the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may beShares, or otherwise prevent or materially delay the consummation of any the TransactionsClosing.

Consents and Approvals; No Violations. None No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of such Seller for the execution, delivery and performance by such Seller of this Agreement or the consummation of the Sale and the other transactions contemplated by this Agreement, except (i) compliance with any applicable requirements of the HSR Act and any applicable Antitrust Laws; or (ii) those the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of such Seller to perform its obligations under this Agreement or to prevent or materially delay the consummation of the Sale by such Seller. Assuming compliance with the items described in clause (i) of the preceding sentence, neither the execution, delivery or performance of this Agreement by Parent or Purchaser, such Seller nor the consummation by Parent or Purchaser such Seller of the Transactions, or compliance transactions contemplated by Parent or Purchaser with any of the provisions hereof this Agreement will (ax) conflict with or result in any breach or violation of any provision of the organizational documents respective certificate or articles of Parent formation or the Certificate incorporation and bylaws or operating agreement (or similar governing documents) of Incorporation such Seller; (y) result in a breach or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser withviolation of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the permitcreation of any Lien, authorizationexcept for Permitted Liens, consent or approval ofany right of termination, amendment, cancellation or acceleration) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as Contract to which such Seller is a party or by which such Seller may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, bound; or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cz) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries, or any of their properties or assetssuch Seller, except in the case of clause the foregoing clauses (bii) or and (c) such iii), for breaches, violations, breaches defaults, Liens or defaults which other rights that would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of each Parent and Purchaser such Seller to perform its obligations under this Agreement, as the case may be, Agreement or to prevent or materially delay the consummation of any the TransactionsSale by such Seller.

Consents and Approvals; No Violations. None of the execution, (i) The execution and delivery or performance of this Agreement by Parent Acquiror or PurchaserMerger Subsidiary does not, and the consummation by Parent performance of Acquiror or Purchaser of the TransactionsMerger Subsidiary’s obligations hereunder will not, or compliance by Parent or Purchaser with any of the provisions hereof will (aA) conflict with or violate the Acquiror Declaration of Trust or Acquiror Bylaws, the certificate of formation or limited partnership agreement of Acquiror OP or the certificate of trust or declaration of trust of Merger Subsidiary, (B) assuming that all consents, approvals, authorizations and other actions described below in subsection (ii) have been obtained and all filings and obligations described below in subsection (ii) have been made, conflict with or violate any Law applicable to Acquiror, Acquiror OP or Merger Subsidiary or by which any of its properties or assets is bound or affected, or (C) result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser withof, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any of its properties or assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, authorizationfranchise or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected, consent or approval ofexcept, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, respect to clauses (B) the Proxy Statement, if stockholder approval is required by law and (C), for any such conflicts, violations, breaches, defaults or other occurrences that would not (x) such reports under Section 13(a) prevent or delay consummation of the Exchange Act as may be required in connection with this Agreement and the Transactions, Transaction or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform otherwise prevent it from performing its obligations under this Agreement, as the case may be, Agreement or prevent the consummation of any the Transactions(y) have an Acquiror Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict No filing with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasernotice to, (b) require any filing by Parent or Purchaser with, or the and no permit, authorization, registration, consent or approval of, any Governmental Entity (is required on the part of Sellers or Seller Parent for the execution, delivery and performance by Sellers or Seller Parent of this Agreement or the consummation by Sellers or Seller Parent of the transactions contemplated by this Agreement, except for (ia) compliance with any applicable requirements of the Exchange Act, HSR Act and other applicable foreign antitrust regulations or (iib) any filings as may be required under the DGCLsuch filings, (iii) filingsnotices, permits, authorizations, registrations, consents and approvals as may or approvals, the failure to make or obtain would not, individually or in the aggregate, reasonably be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing expected to have a Material Adverse Effect. Assuming compliance with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of items described in clauses (Aa) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(ab) of the Exchange Act as may be required in connection with preceding sentence, neither the execution, delivery and performance of this Agreement by Sellers or Seller Parent nor the consummation by Sellers and Seller Parent of the Transactionstransactions contemplated by this Agreement will (i) conflict with or result in any breach, violation or infringement of any provision of the respective certificates of formation or operating agreements (or similar governing documents) of Sellers or Seller Parent or any Transferred Entity, (ii) result in a breach, violation or 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, or require the consent of any Person under, any of the terms, conditions or provisions of any contract of any Transferred Entity material to the Business (a “Transferred Entity Contract”), or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (ciii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries, Transferred Entity or any of their respective properties or assets, except in the case of clause clauses (bi), (ii) or (ciii) such for breaches, violations, breaches infringements, defaults, Liens or defaults which other rights that would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser reasonably be expected to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshave a Material Adverse Effect.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition 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 Parent. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Acquisition nor the consummation by Parent or Purchaser Acquisition of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the respective Certificate of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, Acquisition or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActParent'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 filings as right of termination, amendment, cancellation or acceleration 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 Parent or Acquisition or any of Parent's Subsidiaries is a party or by which any of them or any of their respective properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of its Subsidiaries, Parent's Subsidiaries or any of their respective properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. None Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, and the DGCL, none of the execution, delivery or performance of this Agreement by Parent or Purchaser, Acquisition Sub or the consummation by Parent or Purchaser Acquisition Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof Transactions will (a1) conflict with or result in any breach of any provision of the respective articles of association or bylaws or similar organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserAcquisition Sub, (b2) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity Entity, (except for 3) result in a violation or breach of, or constitute (iwith or without due notice or lapse of time or both) compliance with a default (or give rise to any applicable requirements right of termination, cancellation or acceleration) under, any of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or Acquisition Sub is a party or by which any of them or any of their respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c4) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Subsidiaries or any of their properties or assets, except in except, with respect to the case of clause foregoing clauses (b2), (3) or and (c) such violations4), breaches or defaults which would notas could not reasonably be expected to, individually or in the aggregate, impair have a Parent Material Adverse Effect. Except as set out in any material respect the ability of each Parent and Purchaser Disclosure Schedule, there are no third party consents or approvals required to perform its obligations be obtained under this Agreement, as the case may be, or prevent Parent Agreements prior to the consummation of any the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of Except as set forth in Schedule 5.05 or as otherwise stated herein, neither the execution, delivery or and performance of this Agreement by Parent or PurchaserSub, nor the consummation by Parent or Purchaser Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision provisions of the organizational documents of Parent or the Certificate of Incorporation or Bylaws By-Laws of PurchaserParent or of Sub, (bii) require any a filing by Parent or Purchaser with, or the a permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance in connection with any or in order to comply with the applicable requirements provisions of the HSR Act, the Securities Act, the Exchange Act, (ii) any filings state laws relating to takeovers, if applicable, state securities or "blue sky" laws, the By-Laws of NASD and other exchanges on which the shares of Parent Common Stock are listed, and the filing and recordation of a Certificate of Merger as may be required under by the DGCL, (iii) filingsresult in a violation or breach of, permitsor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, authorizationscancellation or acceleration) under, consents and approvals as or result in the creation of a Lien on any property or asset of Parent or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any Contract to which Parent or Sub is a party or by which either of them or any of their properties or assets may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, bound or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Parent, any of its Subsidiaries, Sub or any of their properties or assets, except except, in the case of clause clauses (bii), (iii) and (iv), where the failure to make such filing or (c) obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults which or Liens would notnot have, individually or in the aggregate, impair in any material respect the ability of each such case, a Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsMaterial Adverse Effect.

Consents and Approvals; No Violations. None No material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance by Buyer or Marcus of this Agreement by Parent or Purchaser, the Ancillary Documents to which Buyer or Marcus is a party or the consummation by Parent Buyer or Purchaser Marcus of the Transactionstransactions contemplated hereby or thereby, except for those set forth on Schedule 4.5 and for compliance with and filings under the HSR Act, the Securities Act and the Exchange Act. Neither the execution, delivery or compliance performance by Parent Buyer or Purchaser with any Marcus of this Agreement and the Ancillary Documents to which Buyer or Marcus is a party nor the consummation by Buyer or Marcus of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent Buyer’s or the Certificate of Incorporation or Bylaws of PurchaserMarcus’s Governing Documents, (b) require any filing by Parent except as set forth on Schedule 4.5, result in a violation or Purchaser withbreach of, or the permitconstitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, authorization, consent cancellation or approval ofacceleration under, any Governmental Entity of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which Buyer or Marcus is a party, or (except for (ic) subject to compliance with any applicable requirements of and filings under the HSR Act, the Securities Act and the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity applicable to Parent, any of its Subsidiaries, Buyer or any of their properties or assetsMarcus, except in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually not prevent or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent materially delay the consummation of any the Transactionstransactions contemplated by this Agreement.

Consents and Approvals; No Violations. None Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired and (ii) the filing of the executionCertificate of Merger and other appropriate merger documents, if any, as required by the laws of the State of Delaware, the execution and delivery or performance of this Agreement by Parent or Purchaser, and Sub and the consummation by Parent or Purchaser and Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will not: (a1) conflict with or result in any breach of violate any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws By-Laws of PurchaserParent or Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (b3) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, or the giving of any Governmental Entity notice to any governmental or regulatory body, agency or authority; or (except for 4) result in a violation or breach of, conflict with, constitute (iwith or without due notice or lapse of time or both) compliance with a default (or give rise to any applicable requirements right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws properties or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) assets of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Sub or any of their respective direct or indirect subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Parent or Sub or any of their subsidiaries is a party, or by which they or their respective properties or assets, assets may be bound except for in the case of clause clauses (b3) and (4) above for such filing, permit, consent, approval or (c) such violationsviolation, breaches or defaults which would not, individually not prevent or in materially delay consummation of the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under transactions contemplated by this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except for 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 Offer Documents), the HSR Act, the IBCL or the laws of other states in which Parent is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by Parent or Purchaser, and Sub nor the consummation by Parent or Purchaser and Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents respective certificate or articles of incorporation or By-laws of Parent or the Certificate of Incorporation or Bylaws of Purchaserand Sub, (bii) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of where the Exchange Act, (ii) any failure to make such filings as may be required under the DGCL, (iii) filings, or to obtain such permits, authorizations, consents and or approvals as 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, cancelation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any of its subsidiaries is a party or by which any of them or any of their properties or assets may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, bound or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, any of its Subsidiaries, subsidiaries or any of their properties or assets, except in the case of clause clauses (biii) or and (civ) such for violations, breaches or defaults which would that could not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser reasonably be expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the TransactionsOffer and/or the Merger.

Consents and Approvals; No Violations. None of the execution, (a) The -------------------------------------- execution and delivery or performance by Parent and Sub of this Agreement by Parent or Purchaserdo not, and the consummation by each of Parent or Purchaser and Sub of the Transactions, or transactions contemplated hereby and compliance by each of Parent or Purchaser and Sub with the provisions hereof will not: (x) violate any of the provisions hereof will of the certificate of incorporation or by-laws of Sub or the comparable governing documents of Parent, (ay) conflict with subject to the governmental filings and other matters set forth in Section 5.3(b), violate or result in any a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any provision obligation, right of termination, cancellation, acceleration or increase of any obligation or loss of a material benefit under, or require the organizational documents consent of any Person under, any note, bond, mortgage, indenture or other agreement, permit, concession, franchise, license, arrangement or other instrument or undertaking to which the Parent or the Certificate any of Incorporation its Subsidiaries (including Sub) is a party or Bylaws of Purchaser, (b) require any filing by which Parent or Purchaser with, any of its Subsidiaries (including Sub) or the permit, authorization, consent any of their respective assets is bound or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, affected or (ivz) such subject to the governmental filings and approvals as may be required by any applicable state securitiesother matters referred to in Section 5.3(b), blue sky or takeover laws) or (c) violate any domestic or foreign law, rule, regulation, order, writ, judgment, injunction, decree, statute, rule determination or regulation award applicable to ParentParent or Sub, any of its Subsidiarieswhich, or any of their properties or assets, except in the case of clause clauses (by) or and (cz) such violationsabove, breaches or defaults which would notreasonably be expected to have, individually or in the aggregate, impair in any material respect a Material Adverse Effect on the ability of each Parent and Purchaser or Sub to perform its their respective obligations under this Agreement, as Agreement or to consummate the case may be, or prevent the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no filing with or notice to, and no permit, authorization, consent or approval of, or order of, any Governmental Entity is necessary for the execution and delivery by either Parent or Buyer of this Agreement or the consummation by Buyer 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, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. Neither the execution, delivery or and performance of this Agreement or any Transaction Document by either Parent or Purchaser, Buyer nor the consummation by either Parent or Purchaser Buyer of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents Governing Documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserBuyer, (b) require result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any filing by right of termination, cancellation, modification, acceleration or loss of any rights) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material to Parent and Buyer to which Parent or Purchaser withBuyer, or the permitas applicable, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) a party or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, either Parent or Buyer or any affiliate of its Subsidiaries, either Parent or Buyer or any of their respective properties or assets, except except, in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the Transactionstransactions contemplated by this Agreement.

Consents and Approvals; No Violations. None of Except for the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of, the Advisers Act, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act Act, state securities or Blue Sky laws, Delaware Law and comparable merger and notifications laws California Law, none of the execution, delivery or regulations performance of foreign jurisdictionsthis Agreement by E*TRADE, the consummation by E*TRADE of the transactions contemplated hereby or compliance by E*TRADE with any of the provisions hereof shall (i) conflict with or result ing any breach of any provision of the Certificate of Incorporation, the Bylaws or similar organizational documents of E*TRADE, (ivii) the require any filing with, or deemed filing with the SECpermit, the Nasdaq Stock Marketauthorization, Inc. and the New York Stock Exchange of (A) the Schedule TOconsent or approval of, any Governmental Entity, (Biii) result in a violation or breach of, or constitute (with or without due notice or the Proxy Statementpassage of time or both) a default (or give rise to any right of termination, if stockholder approval is required by law and (Camendment, cancellation or acceleration) such reports under Section 13(a) any of the Exchange Act as may be required in connection with this Agreement and terms, conditions or provisions of any material agreement or contract to which E*TRADE is a party (the Transactions"E*TRADE Agreements"), or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentE*TRADE, any of its Subsidiaries, to which E*TRADE is a party or by which any of their properties or assetsthe assets of it is bound, except in excluding from the case of clause foregoing clauses (bii), (iii) or and (civ) such violations, breaches or defaults which would not, individually or in the aggregate, impair in have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained under any material respect the ability of each Parent and Purchaser E*TRADE Agreements prior to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionstransactions hereunder, except for such consents and approvals the failure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act, the filing and recordation of the Certificate of Merger as required by the DGCL and as otherwise set forth in Section 4.3 to the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity, or any person under any Contract to which Parent or Sub is a party or to which any of their respective properties or assets is subject, is necessary for the execution and delivery by Parent or Sub of this Agreement or the consummation by Parent or Sub 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 be material to Parent or Sub. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Sub nor the consummation by Parent or Purchaser Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof Transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents respective certificates of incorporation or bylaws (or similar governing documents) of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActSub, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws result in a violation or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbreach of, or constitute (ivwith or without due notice or lapse of time or both) such filings and approvals as may be required by a default (or give rise to any applicable state securitiesright of termination, blue sky amendment, cancellation or takeover lawsacceleration or Lien) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentunder, any of its Subsidiariesthe terms, conditions or provisions of any Contract to which Parent or Sub is a party or by which either of them or any of their respective properties or assets may be bound or (iii) violate any Law applicable to Parent or Sub or any of their respective properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability not have a Material Adverse Effect on Parent of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsSubsidiary.

Consents and Approvals; No Violations. None of Neither the execution, execution and delivery or performance of this Agreement or any other agreement or document to which the Purchaser is or will become a party as contemplated by Parent or Purchaserthis Agreement, the consummation by Parent or Purchaser of the Transactions, transactions contemplated herein or therein nor compliance by Parent or the Purchaser with any of the provisions hereof or thereof will (a) conflict with or result (with or without notice, lapse of time or both) in any a breach of any provision of the organizational terms, conditions or provisions of the articles, by-laws or other constating documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require conflict with or result in a breach or a default under any filing by Parent of the provisions of any note, bond, lease, mortgage, indenture, licence, franchise, permit, agreement, Contract or other instrument or obligation to which the Purchaser withis a party, or by which the permitPurchaser is bound or affected, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actsuch conflict, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws breach or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults default which would notnot have or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser or its business or any of its assets, or (c) violate any Laws applicable to the Purchaser or any of its properties or assets. No consent or approval by, or any notification or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Purchaser of this Agreement or any other agreement or document to which the Purchaser is or will be a party. There is no Claim commenced or in progress or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser or any of its property or assets that might otherwise impair the consummation, or the benefits to the Vendors, of the transactions contemplated by this Agreement or in any material respect other agreement or document to which the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, is or prevent the consummation of any the Transactionswill be a party.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the representations and warranties of the Acquired Companies and Sellers contained in Section 3.5 and Section 4.3, respectively, no notices to, filings with or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by any Buyer Party of this Agreement by Parent or Purchaser, the Ancillary Documents to which such Buyer Party will be a party or the consummation by Parent or Purchaser such Buyer Party of the Transactions, or except for (a) compliance by Parent or Purchaser with any and filings under the HSR Act (if applicable), (b) the filing of the provisions hereof Certificates of Merger with the Secretary of State of the State of Delaware and (c) those the failure of which to obtain or make would not prevent or materially delay the consummation of the Transactions. Neither the execution, delivery or performance by a Buyer Party of this Agreement or the Ancillary Documents to which such Buyer Party will be a party nor the consummation by such Buyer Party of the Transactions will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actsuch Buyer Party’s Governing Documents, (ii) 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 filings as may be required under the DGCLright of termination, cancellation or acceleration or purchase or sale) under, any contract, agreement or other instrument binding upon such Buyer Party or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any orderOrder, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity applicable to Parent, such Buyer Party or any of its Subsidiaries, such Buyer Party’s Subsidiaries or any of their respective properties or assets, except in the each case of clause clauses (bii) and (iii) as would not prevent or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. None Assuming (a) the applicable requirements of the executionSecurities Act and the Exchange Act have been satisfied, (b) the requirements under any applicable state securities or blue sky Laws have been satisfied, (c) the requirements of the NYSE in respect of the listing of the shares of OTI Common Stock to be issued hereunder have been satisfied, (d) compliance with the Antitrust Laws, (e) the Court Approval is obtained, (f) the Israeli Tax Ruling is obtained, and (g) the OTI Stockholder Approval is obtained, the execution and delivery or performance of this Agreement and the Other Transaction Agreements by Parent or PurchaserOTI and OSIL, as applicable, and the consummation by Parent or Purchaser OTI and OSIL of the Transactions, Transactions do not and will not (i) violate or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents Charter Documents of Parent OTI or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActOSIL, (ii) violate or conflict with any filings as Law or Order of any Governmental Authority applicable to OTI or OSIL or by which any of their respective properties or Assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsrequire any Governmental Approval, or (iv) such filings and approvals as may be required by result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any applicable state securitiesright of termination, blue sky cancellation or takeover laws) acceleration, or (c) violate result in the creation of any orderSecurity Interest upon any of the properties or assets of OTI or its Subsidiaries or give rise to any obligation, writright of termination, injunctioncancellation, decree, statute, rule acceleration or regulation applicable to Parentincrease of any obligation or a loss of a material benefit under, any of its Subsidiariesthe terms, conditions or provisions of any of their properties or assetsOTI Contract, except excluding in the case of clause clauses (bii) or through (civ) such above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests which would notnot reasonably be expected to have, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsan OTI MAE.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the representations and warranties of Parent and Buyer set forth in Section 5.3, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance by the Company of this Agreement by Parent or Purchaser, the Ancillary Documents to which the Company is a party or the consummation by Parent or Purchaser the Company of the Transactionstransactions contemplated hereby, except for (a) compliance with filings under, and applicable consents, waivers, authorizations, and clearances obtained under, the HSR Act and all other applicable antitrust, competition or compliance similar law, rules, regulations, orders or decrees (including applicable terminations, suspensions, authorizations, orders, grants, consents, permissions or approvals of Governmental Entities thereunder), (b) those the failure of which to obtain or make would not have an adverse effect which is material on the Group Companies and the Non-Controlled Joint Ventures, taken as a whole, (c) applicable requirements, if any, under the DGCL and federal or state securities or “blue sky” laws, and (d) those that may be required solely by Parent reason of Parent’s and/or Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery nor performance by the Company of this Agreement or Purchaser with any the Ancillary Documents to which the Company is a party nor the consummation by the Company of the provisions hereof transactions contemplated hereby will (aw) conflict with or result in any breach of any material provision of any Group Company’s or, to the organizational documents knowledge of Parent or the Certificate of Incorporation or Bylaws of PurchaserCompany, any Non-Controlled Joint Venture’s Governing Documents, (bx) require any filing by Parent result in a violation or Purchaser withbreach of, or the permitcause acceleration, authorizationor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, consent cancellation or approval of, acceleration) under any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actmaterial terms, conditions or provisions of any Material Contract or any Material Lease, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cy) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over any Group Company or, to Parentthe knowledge of the Company, any of its Subsidiaries, Non-Controlled Joint Venture or any of their respective material properties or assets, or (z) except as contemplated by this Agreement or with respect to Permitted Liens, result in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation creation of any Lien upon any of the Transactionsmaterial assets of any Group Company or, to the knowledge of the Company, any Non-Controlled Joint Venture.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of representations and warranties contained in Section 3.5 and Section 4.3, no notices to, filings with, or Consents of any Governmental Entity are necessary for the execution, delivery or performance by Buyer of this Agreement by Parent or Purchaser, the Ancillary Documents to which Buyer is or will be a party or the consummation by Parent or Purchaser Buyer of the Transactionstransactions contemplated hereby or thereby, except (i) for those set forth on Schedule 5.3, (ii) those the failure of which to obtain or compliance make would not reasonably be expected to have a material adverse effect on or otherwise prevent, delay the Closing and (iii) applicable requirements, if any, of federal securities Laws or state “blue sky” Laws. Neither the execution, delivery or performance by Parent Buyer of this Agreement nor the execution, delivery and performance by Buyex xx the Ancillary Documents to which Buyer is or Purchaser with any will be a party nor the consummation by Buyer of the provisions hereof transactions contemplated hereby or thereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserBuyer’s Governing Documents, (b) require any filing by Parent except as set forth on Schedule 5.3, result in a violation or Purchaser withbreach of, or the permitconstitute (with or without due notice or lapse of time or both) a default under or give rise to any right of termination, authorization, consent cancellation or approval ofacceleration under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as may be required under the DGCLmaterial agreement to which Buyer is a party, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any orderOrder or Law of any Governmental Entity having jurisdiction over Buyer except, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause clauses (b) or and (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreementabove, as the case may be, would not prevent or prevent materially delay the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company’s representations and warranties contained in Sections 4.2(c) and 4.5, and the Sellers’ and the Representative’s representations and warranties contained in Section 5.1(b), no material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Parent and Merger Sub or Purchaserthe Ancillary Documents to which Parent or Merger Sub are a party or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger. Neither the execution, delivery and performance by Parent or Merger Sub of this Agreement or the Ancillary Documents to which Parent or Merger Sub are, or are specified to be, a party nor the consummation by Parent or Purchaser Merger Sub of the Transactions, transactions contemplated hereby or compliance by Parent or Purchaser with any of the provisions hereof thereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent Parent’s or the Certificate of Incorporation or Bylaws of PurchaserMerger Sub’s Governing Documents, (b) require 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 filing by right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Contract to which Parent or Purchaser with, Merger Sub is a party or the permit, authorization, consent by which any of them or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as their respective properties or assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule Order or regulation applicable Applicable Law to Parent, any of its Subsidiaries, which Parent or Merger Sub or any of their respective properties or assetsassets are subject to or bound, except in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or not prevent the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the MQZ Disclosure Schedule no filing with or notice to, and no 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 MQZ of this Agreement or the consummation by MQZ 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 MQZ. Except as set forth in Section 2.6 of the MQZ Disclosure Schedule, neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, MQZ nor the consummation by Parent or Purchaser MQZ of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate respective Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActMQZ, (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 filings as right of termination, amendment, cancellation or acceleration 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 MQZ is a party or by which any of its properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, MQZ or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on MQZ.

Consents and Approvals; No Violations. None of the execution, (a) The execution and delivery or performance of this Agreement by Parent and the Merger Subs does not, and execution and delivery of the other Transaction Documents to which they are, or Purchaserare specified to be, parties, will not, and the consummation by Parent or Purchaser and the Merger Subs of the Transactionstransactions contemplated by this Agreement (including the Mergers) and the other Transaction Documents to which they are, or are specified to be, parties, and compliance by Parent or Purchaser and the Merger Subs with any of the provisions hereof of this Agreement and the other Transaction Documents to which they are, or are specified to be, parties, will not (ai) violate the provisions of the certificate of incorporation or bylaws of Parent or the organizational documents of the Merger Subs, (ii) conflict with with, or result in any violation or breach of any provision or default under (with or without notice or lapse of time, or both), result in the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaseracceleration of, (b) require any filing by Parent or Purchaser withconsent under, create in any party the right to accelerate, terminate, modify, or cancel, or result in the permit, authorization, consent or approval of, creation of any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SECEncumbrance upon Parent, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its SubsidiariesMerger Subs, or any of their respective properties or assetsassets under, except any Contract to which Parent or any of its Subsidiaries is a party or any of their respective properties or other assets is subject, or (iii) assuming compliance with the matters referred to in Section 4.2(b) below, violate or conflict with any Law or Permit applicable to Parent, the Merger Subs or any of Parent’s Subsidiaries, other than, in the case of clause clauses (bii) and (iii), as would not be reasonably expected to impair or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair delay in any material respect the ability of each Parent or the Merger Subs to consummate the transactions contemplated by this Agreement and Purchaser the other Transaction Documents to perform its obligations under this Agreementwhich they are, as the case may or are specified to be, or prevent the consummation of any the Transactionsparties.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Exchange Act, the HSR Act, the DGCL and state takeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by Parent or PurchaserInvestor and Newco, nor the consummation by Parent or Purchaser Investor and Newco of the Transactions, transactions contemplated hereby or compliance by Parent or Purchaser with any of the provisions hereof thereby will (ai) conflict with or result in any breach of any provision of the organizational respective certificate of incorporation or formation or by- laws or operating agreement, or comparable documents of Parent or Investor and Newco, as the Certificate of Incorporation or Bylaws of Purchasercase may be, (bii) require any filing by Parent or Purchaser with, notice to, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of where the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, failure to obtain such permits, authorizations, consents and or approvals as or to make such filings would not reasonably be expected to prevent or materially delay the consummation of 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 Investor or any of its subsidiaries is a party or by which any of them or any of their properties or assets may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, bound or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentInvestor, any of its Subsidiaries, subsidiaries or any of their properties or assets, except in the case of clause clauses (biii) or and (civ) such for violations, breaches or defaults which would could not, individually or in the aggregate, be reasonably expected to either prevent or materially delay the consummation of the Merger or impair in any material respect the its ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshereunder.

Consents and Approvals; No Violations. None Except as set forth on Schedule 5.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by any of the Transaction Documents to which Parent and Merger Sub are a party or Purchaser, the consummation by Parent or Purchaser Merger Sub of the Transactionstransactions contemplated thereby, except for (i) compliance with and filings under the HSR Act and (ii) those the failure of which to obtain or compliance make would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery and performance of any of the Transaction Documents to which Parent or Merger Sub are a party nor the consummation by Parent or Purchaser with any Merger Sub of the provisions hereof transactions contemplated thereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent Parent’s or the Certificate of Incorporation or Bylaws of PurchaserMerger Sub’s Governing Documents, (b) require any filing by Parent except as set forth on Schedule 5.3, result in a violation or Purchaser withbreach of, or the permitcause acceleration, authorizationor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, consent cancellation or approval of, acceleration or a loss or impairment of any Governmental Entity (except for (imaterial benefit or right) compliance with under any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as may be required under the DGCLContract or other instrument or obligation to which Parent and Merger Sub are a party or by which any of them or any of their respective properties or assets is bound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law of any Governmental Entity applicable to Parent, Parent or Merger Sub or any of its Subsidiaries, Parent’s or Merger Sub’s Subsidiaries or any of their respective material properties or assets, except in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually not reasonably be expected to prevent or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent materially delay the consummation of any the Transactionstransactions contemplated thereby.

Consents and Approvals; No Violations. None Except as set forth on Schedule 4.2, assuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by such Seller of this Agreement by Parent or Purchaser, the Ancillary Documents to which such Seller is a party or the consummation by Parent or Purchaser such Seller of the Transactionstransactions contemplated hereby or thereby, or except for (a) compliance by Parent or Purchaser with any and filings under the HSR Act and Other Antitrust Laws, as appropriate, (b) the filing of the provisions hereof Certificate of Merger, and (c) those that may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby or thereby. Neither the execution, delivery and performance by such Seller of this Agreement or the Ancillary Documents to which such Seller is a party nor the consummation by such Seller of the transactions contemplated hereby or thereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actsuch Seller’s Governing Documents, (ii) except as set forth on Schedule 4.2, 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 filings as may be required under right of termination, cancellation or acceleration under, any of the DGCLterms, conditions or provisions of any agreement to which such Seller is a party or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsGovernmental Entity having jurisdiction over such Seller.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will Assuming that (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act are made and comparable merger all applicable waiting periods thereunder have been terminated or expired and notifications laws any Governmental Approvals required under any other Antitrust Law have been obtained or regulations of foreign jurisdictionssatisfied, and (ivb) the filing Governmental Approvals set forth in Section 2.03 of the Seller Disclosure Letter have been made or deemed filing with the SECobtained, the Nasdaq Stock Market, Inc. execution and the New York Stock Exchange delivery 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 TransactionsAncillary Agreements by Acquiror and the consummation by Acquiror of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the Organizational Documents of Acquiror or any member of the Acquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any of its Subsidiaries, (iii) require any Governmental Approval, or (iv) such filings and approvals as may be required by result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under or give rise to any applicable state securitiesright of termination, blue sky cancellation or takeover laws) acceleration under or (c) violate give rise to any orderobligation, writright of termination, injunctioncancellation, decree, statute, rule acceleration or regulation applicable to Parentincrease of any obligation or a loss of a material benefit under, any of its Subsidiariesthe terms, conditions or provisions of any Contract to which any member of their properties or assetsthe Acquiror Group is a party, except excluding in the case of clause clauses (bii) or through (civ) such above, conflicts, violations, breaches approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults losses which would notnot reasonably be expected to have, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsan Acquiror MAE.

Consents and Approvals; No Violations. None of the The execution, delivery or and performance by Purchaser of this Agreement by Parent or Purchaser, and its Related Agreements and the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby and thereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for not (i) compliance with violate any applicable requirements of the Exchange Actlaw, (ii) rule or regulation or any filings as may be required under the DGCLregulation, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, treaty or rule or regulation of any Governmental Authority applicable to Parent, Purchaser or any of its Subsidiariesassets or properties; (ii) require any filing or registration by Purchaser with, or consent or approval with respect to Purchaser of, any Governmental Authority or other Person; (iii) violate or conflict with or result in a breach or default (or an event which, with notice or lapse of time or both, would constitute a default) under any contract to which Purchaser is a party or by which Purchaser or any of its assets or properties are bound; or (iv) violate or conflict with the certificate of incorporation or formation or by-laws or operating agreement (or similar organizational documents) of Purchaser, except where any such filing, registration, consent or approval, if not made or obtained, or any of their properties such violation, conflict, breach or assetsdefault, except in the case of clause would not (bA) have a material adverse effect on Purchaser or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the its ability of each Parent and Purchaser to perform its obligations under this AgreementAgreement or the Related Agreements, as (B) prevent, enjoin or otherwise delay the case may betransactions contemplated by this Agreement or the Related Agreements, or prevent (C) result in any liability or obligation of Seller or Radar Mexican or result in any Loss or damage to Seller or Radar Mexican. No consent, approval or authorization of, or declaration, filing or registration with, or notice to, any Governmental Authority is required in connection with the execution, delivery and performance by Purchaser of this Agreement and its Related Agreements and the consummation of any the Transactionstransactions contemplated hereby and thereby.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of XX XX ICW’s and the Company’s representations and warranties set forth in Article 3, no notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by Driven of this Agreement by Parent or Purchaser, the Ancillary Documents to which Driven is a party or the consummation by Parent or Purchaser Driven of the Transactionstransactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and any other applicable antitrust laws, (ii) those which have been obtained on or compliance by Parent prior to the Closing Date, (iii) the approval of Sponsor (as defined in the Driven LLCA) (iv) applicable requirements, if any, of federal securities laws or Purchaser with any state “blue sky” laws. Assuming the truth and accuracy of the provisions hereof Company’s representations and warranties set forth in Article 3, neither the execution, delivery or performance by Driven of this Agreement or the Ancillary Documents to which Driven is (or will be) a party nor the consummation by Driven of the transactions contemplated hereby or thereby does (or will) (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserDriven’s Governing Documents, (b) require any filing by Parent result in a violation or Purchaser withbreach of, or the permitconstitute (with or without due notice or lapse of time or both) a default under or give rise to any right of termination, authorization, consent cancellation or approval ofacceleration under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Driven is a party or by which Driven or any of its properties or assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to Parent, Driven or any of its Subsidiaries, or any of their properties or assets, except in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually not prevent or in materially delay the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsClosing.

Consents and Approvals; No Violations. None of Except for a filing related to the executionCMS Approval, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict no filing with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasernotice to, (b) require any filing by Parent or Purchaser with, or the and no permit, authorization, registration, consent or approval of, any Governmental Entity (or any other Person is required on the part of Remedy Opco for the execution, delivery and performance by Remedy Opco of this Agreement or the consummation by Remedy Opco of the transactions contemplated by this Agreement and the other Transaction Documents, except for (i) compliance with any applicable requirements of the Exchange Actsuch filings, (ii) any filings as may be required under the DGCL, (iii) filingsnotices, permits, authorizations, registrations, consents or approvals of which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Remedy Material Adverse Effect. Neither the execution, delivery and approvals as may performance by Remedy Opco of this Agreement or the other Transaction Documents to which it is or will be required under a party nor the HSR Act and comparable merger and notifications laws consummation by Remedy Opco of the transactions contemplated hereby or regulations thereby will (i) conflict with or result in any breach, violation or infringement of foreign jurisdictionsany provision of the Organizational Documents of Remedy Opco, (ivii) result in a material breach, material violation or infringement of, constitute (with or without due notice or lapse of time or both) a material default (or give rise to the filing creation of any material Lien or deemed filing with any material right of termination, amendment, cancellation or acceleration) under, require delivery of notice to or the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange consent 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 Transactionsany Person under, or (iv) such filings and approvals as may be required by result in the payment of any applicable state securitiesadditional fee, blue sky penalty, consent fee or takeover laws) other amount, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentloss of a material benefit under, any of the terms, conditions or provisions of any Contract or (iii) violate or infringe any Law applicable to Remedy Opco, its Subsidiaries, Subsidiaries or any of their respective properties or assets, except in the case of clause clauses (bi) or through (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreementiii), as the case may be, or prevent the consummation of any the Transactionswould not reasonably be expected to have a Remedy Material Adverse Effect.

Consents and Approvals; No Violations. None Except for the applicable requirements of the HSR Act, no consent, approval, authorization, or other action by, or filing with or notification to, any Governmental Entity or other third party is required to be made or obtained by Parent and the Buyer on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by Parent and the Buyer except where failure to obtain such consent, approval, authorization or performance action, or to make such filing or notification, would not interfere in any material way with the ability of Parent and the Buyer to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Parent or Purchaser, and the Buyer nor the consummation by Parent or Purchaser and the Buyer of the Transactions, or transactions contemplated by this Agreement nor compliance by Parent or Purchaser and the Buyer with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the organizational documents certificate of incorporation or by-laws of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActBuyer, (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 filings as right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, permit, license, lease, arrangement or other commitment or obligation to which Parent or the Buyer is a party or by which Parent or the Buyer or any of their properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Parent, any of its Subsidiaries, Parent or the Buyer or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually not prevent or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent delay the consummation of any the Transactionstransactions contemplated by this Agreement.

Consents and Approvals; No Violations. None Except for such ------------------------------------- filings, permits, authorizations, consents, and approvals as are referred to in Section 7.1(b) hereto, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent of this Agreement or any of the other Transaction Documents to which it is a party or the consummation by Parent of the transactions contemplated hereby and thereby. Neither the execution, delivery or and performance of this Agreement or any of the other Transaction Documents to which it is a party by Parent or Purchaser, nor the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby and thereby will (ai) conflict with or result in any breach of any provision of the organizational documents respective Constitutional Documents of Parent or the Certificate any of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActParent'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 filings as right of termination, amendment, cancellation or acceleration 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 Parent or any of Parent's subsidiaries is a party or by which any of them or any of their respective properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or any of its Subsidiaries, Parent's subsidiaries or any of their respective properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except as set forth on Section 3.4 of the executionSeller Disclosure Schedule, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict no filing with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasernotice to, (b) require any filing by Parent or Purchaser with, or the and no permit, authorization, registration, consent or approval of, any Governmental Entity or any other Person is required on the part of Seller for the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, except (except for (ia) compliance with any applicable requirements of the Exchange Act, HSR Act or (iib) any filings as may be required under the DGCLsuch filings, (iii) filingsnotices, permits, authorizations, registrations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SECapprovals, the Nasdaq Stock Market, Inc. and the New York Stock Exchange failure of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval which to make or obtain is required by law and (C) such reports under Section 13(a) of the Exchange Act as may not or would not reasonably be required in connection with this Agreement and the Transactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable expected to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would notbe, individually or in the aggregate, impair material to the Business and the Transferred Entities, taken as a whole. Assuming compliance with the items listed on Section 3.4 of the Seller Disclosure Schedule and described in clauses (a) through (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby, shall (i) conflict with or result in any breach, violation or infringement of any provision of the respective certificates of formation or limited liability company agreements (or similar governing documents) of Seller or any Transferred Entity, (ii) result in a breach, violation or infringement 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 Business Material Contract, (iii) violate any Law applicable to any Transferred Entity or any of their respective properties or assets or (iv) give rise to the creation of (A) any Lien, except for Permitted Liens, on any material respect asset of a Transferred Entity or (B) any Lien, except for Permitted Equity Liens, on any Units, except, in the ability case of each Parent of clauses (ii) and Purchaser to perform its obligations under this Agreement(iii), as would not reasonably be expected to have, individually or in the case may beaggregate, or prevent the consummation of any the Transactionsa Business Material Adverse Effect.

Consents and Approvals; No Violations. None Except for 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 Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by Parent or Purchaserand Sub, nor the consummation by Parent or Purchaser and Sub of the Transactions, transactions contemplated hereby or compliance by Parent or Purchaser with any of the provisions hereof thereby will (ai) conflict with or result in any breach of any provision of the organizational documents respective certificate of incorporation or by-laws of Parent or the Certificate of Incorporation or Bylaws of Purchaserand Sub, (bii) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of where the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, failure to obtain such permits, authorizations, consents and or approvals as 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, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancelation 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 Parent or any of its subsidiaries is a party or by which any of them or any of their properties or assets may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, bound or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, subsidiaries or any of their properties or assets, except in the case of clause clauses (biii) or and (civ) such for violations, breaches or defaults which would could not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the TransactionsOffer and/or the Merger.

Consents and Approvals; No Violations. None Except as set forth in Section 4.6 of the SpeechCard Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by SpeechCard of this Agreement or the consummation by SpeechCard 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 SpeechCard. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, SpeechCard nor the consummation by Parent or Purchaser SpeechCard of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActSpeechCard, (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 filings as right of termination, amendment, cancellation or acceleration 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 SpeechCard is a party or by which it or any of its properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, SpeechCard or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on SpeechCard.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict No filing with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasernotice to, (b) require any filing by Parent or Purchaser with, or the and no permit, authorization, registration, consent or approval of, any Governmental Entity or Self-Regulatory Organization is required on the part of APH, AIL, ASL or Cobalt for the execution, delivery and performance by APH, AIL, ASL or Cobalt of this Agreement or the consummation by APH, AIL, ASL or Cobalt of the transactions described in Section 1.4 and the other transactions contemplated by this Agreement, except (except for (ia) compliance with any applicable requirements of the Exchange HSR Act; or (b) the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or to materially delay, or impair or prevent, consummation of the transactions contemplated hereby. Assuming compliance with the items described in clause (a) of the preceding sentence, neither the execution, delivery and performance of this Agreement by APH, AIL, ASL or Cobalt nor the consummation by APH, AIL, ASL or Cobalt of the transactions described in Section 1.4 or the other transactions contemplated by this Agreement will (i) conflict with or result in any breach, violation or infringement of any provision of the memorandum of association or articles of association of APH, AIL or ASL or the articles of incorporation or by-laws of Cobalt; (ii) result in a breach, violation or 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 filings as may be required under Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the DGCLterms, conditions or provisions of any Company Material Contract; or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws violate or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by infringe any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to ParentAPH, any of its SubsidiariesAIL, ASL or Cobalt, or any of their respective properties or assets, ; except in the case of clause (bii) or (c) such iii), for breaches, violations, breaches infringements, defaults, Liens or defaults which other rights that would not, individually not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may bethat would materially delay, or prevent the impair or prevent, consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Assuming the Consents from Governmental Entities and third parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the execution, execution and delivery or performance of this Agreement and the other Transaction Documents by such Parent or Purchaserto which it is a party, and the consummation by Parent or Purchaser of the Transactions, Contemplated Transactions by such Parent do not and will not (i) violate or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the its articles of incorporation, bylaws, certificate of formation or limited liability company agreement, as applicable, or any other governing or organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actsuch Parent, (ii) violate or conflict with any filings as Law or Order of any Governmental Entity applicable to such Parent or by which any of its Assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsrequire any Governmental Approval, or (iv) such filings and approvals as may be required by result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any applicable state securitiesright of termination, blue sky cancellation or takeover laws) acceleration, or (c) violate result in the creation of any orderLien upon any of its Assets or give rise to any obligation, writright of termination, injunctioncancellation, decree, statute, rule acceleration or regulation applicable to Parentincrease of any obligation or a loss of a benefit under, any of its Subsidiariesthe terms, conditions or provisions of any of their properties or assetsContract, except excluding in the case of clause clauses (bii) or through (civ) such above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would notnot reasonably be expected to be, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser materially adverse to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.such Parent’s Business. - 13 - 3.04

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.5 and Sellers’ representations and warranties contained in Section 4.3, no material notice to, filing with, or authorization, consent or approval of any Person, including any Governmental Entity or any third party with whom Buyer has a contractual relationship, is necessary for the execution, delivery or performance of this Agreement by Parent or Purchaser, any of the Ancillary Documents to which Buyer will be a party or the consummation by Parent or Purchaser Buyer of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will except for (a) compliance with and filings under the HSR Act and any other applicable antitrust, competition or similar Law, rules regulations, Orders or decrees (including applicable terminations, suspensions, authorizations, Orders, grants, consents, permissions or approvals of Governmental Entities thereunder), and (b) those set forth on Schedule 5.3. Neither the execution, delivery nor performance by Buyer of this Agreement and the Ancillary EAST\134549672.25 45 Documents to which Buyer will be a party nor the consummation by Buyer of the Transactions will (i) conflict with with, violate or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActBuyer’s Governing Documents, (ii) except as set forth on Schedule 5.3, 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 filings as may be required right of termination, cancellation or acceleration) under any of the DGCLterms, conditions or provisions of any material Contract to which Buyer is a party, or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, any of its Subsidiaries, or any of their properties or assetsBuyer, except in the case of clause clauses (bii) or and (ciii) such violationsabove, breaches or defaults for violations which would not, individually not prevent or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.4, except for the filing of the Articles of Merger with the Secretary of State of the State of Nevada, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub 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 the ability of Parent or Merger Sub to consummate the Merger. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Merger Sub nor the consummation by Parent or Purchaser Merger Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate respective Articles of Incorporation or Bylaws (or similar governing documents) of PurchaserParent or Merger Sub, (b) require result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a Default under, any filing by of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Purchaser with, Merger Sub is a party or the permit, authorization, consent by which any of them or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as their respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Parent, Parent or Merger Sub or any of its Subsidiaries, Parent’s subsidiaries or any of their respective properties or assets, except in the case of clause (b) or (c) such for violations, breaches or defaults Defaults which would not, individually or in the aggregate, impair in any material respect not have a Material Adverse Effect on the ability of each Parent and Purchaser or Merger Sub to perform its obligations under this Agreement, as consummate the case may be, or prevent the consummation of any the TransactionsMerger.

Consents and Approvals; No Violations. None Except as set forth on Schedule 3.5, assuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement by Parent or Purchaser, the Ancillary Documents to which the Company is a party or the consummation by Parent or Purchaser the Company of the Transactionstransactions contemplated hereby, or except for (i) compliance by Parent or Purchaser with any and filings under the HSR Act, (ii) the filing of the provisions hereof Certificate of Merger 24 and (iii) those that may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any other party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaserany Group Company’s Governing Documents, (b) except as set forth on Schedule 3.5, require any filing by Parent or Purchaser withthe consent of, or the permitnotice to, authorizationany Person, consent under or approval 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 Governmental Entity (except for (i) compliance with right of termination, cancellation or acceleration under, any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as may be required under the DGCLMaterial Contract, (iii) filingsMaterial Real Property Lease or Material Permit, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, law of any of its Subsidiaries, Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assetsassets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, except result in the creation of any Lien upon any of the assets of any Group Company (other than any Liens incurred in connection with the Debt Financing), which in the case of clause (b) or (c) such violationsabove, breaches have had or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser reasonably be expected to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshave a Company Material Adverse Effect.

Consents and Approvals; No Violations. None of Except (x) for compliance with the executionHSR Act, and the rules promulgated under the HSR Act and any other Competition Law, (y) for filings that may be required under the Exchange Act and (z) as set forth on Schedule 3.03, the execution and delivery or performance by Seller of this Agreement and the Ancillary Agreements (including the execution by Parent or Purchaserthose Affiliates of Seller which are parties to such Ancillary Agreements), and the consummation by Parent or Purchaser Seller and its Affiliates of the Transactions, or compliance transactions contemplated by Parent or Purchaser with any of this Agreement and the provisions hereof Ancillary Agreements will not (a) conflict with or result in any breach of any provision violate the provisions of the organizational documents certificate of Parent incorporation or the Certificate bylaws of Incorporation Seller or Bylaws of Purchaserany its Affiliates, (b) violate any Applicable Law (including, without limitation, any Environmental Law), (c) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, or the giving of any notice to, or filing with, any Governmental Entity Authority, (except for (id) compliance require any consent or other action by any Person under, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit with respect to any applicable requirements of the Exchange Act, (ii) Acquired Assets under any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws provision of any agreement or regulations of foreign jurisdictions, (iv) the filing other instrument binding upon Seller or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Affiliates or by which the Acquired Assets are bound or (e) result in the creation or imposition of any Encumbrance on any asset (including the Acquired Assets) of Seller or any of their properties or assetsits Affiliates, except in excluding from the case of clause foregoing clauses (b) or through (ce) such consents, approvals, notices and filings the absence of which, and violations, breaches defaults, rights, conflicts or defaults which Encumbrances the existence of which, would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect.

Consents and Approvals; No Violations. None Except for (a) filings under Section 2.3, (b) filings under the HSR Act, and (c) as set forth in Section 4.2 of the Parent Disclosure Schedules, the execution, delivery or and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any Law applicable to Parent or any of its Affiliates (including Merger Sub); (ii) require any notification to or filing or registration by Parent or PurchaserMerger Sub or any of Parent’s other Affiliates with, the consummation by or any permit, authorization, waiting period expiration or termination, or consent or approval with respect to Parent or Purchaser Merger Sub or any of the TransactionsParent’s other Affiliates of, or compliance by Parent other action by, any Governmental Authority; (iii) violate or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents Organizational Documents of Parent or Merger Sub; (iv) violate, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in, or provide the Certificate basis for, the termination or cancellation of, or accelerate the performance required by or excuse performance by any Person, of Incorporation any obligation, or Bylaws cause the acceleration of Purchaserthe maturity of any Indebtedness or create in any party the right to accelerate, (b) terminate, modify, suspend, revoke, cancel or other change of any right or obligation or the loss of any benefit under, or require any filing by Parent or Purchaser withnotice, or the permit, authorizationpayment, consent or approval ofwaiver or other action by any Person under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(asection 233(8) of the Exchange Act as may be required in connection with this Agreement and Companies Law, any provision of any material contract or any material Permit affecting the Transactions, assets or business of Parent or Merger Sub; or (ivv) such filings and approvals as may be required by result in the creation or imposition of any applicable state securities, blue sky Lien other than Permitted Liens on any properties or takeover laws) assets of the Company or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause clauses (bi), (ii), (iv) and (v), where any such violation, conflict, breach or (c) such violations, breaches or defaults which default would notnot be reasonably expected to, individually or in the aggregate, impair in any material respect the ability of each have a Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsMaterial Adverse Effect.

Consents and Approvals; No Violations. None Except for applicable requirements of the executionSecurities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and the filing of the Articles of Exchange in such form as required by, and executed in accordance with the relevant provisions of the Act, no filing with, and no permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by Pinecrest of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Pinecrest (“Pinecrest Material Adverse Effect”). Neither the execution and delivery or performance of this Agreement by Parent or Purchaser, Pinecrest nor the consummation by Parent or Purchaser Pinecrest of the Transactionstransactions contemplated hereby, or nor compliance by Parent or Purchaser Pinecrest with any of the provisions hereof hereof, will (a) conflict with or result in any breach of any provision provisions of the organizational documents Articles of Parent Incorporation of Pinecrest or the Certificate of Incorporation or Bylaws of PurchaserPinecrest, (b) require any filing by Parent result in a violation or Purchaser withbreach of, or constitute (with or without the permitnotice or lapse of time or both) a default (or give rise to any right of termination, authorization, consent cancellation or approval ofacceleration) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Pinecrest is a party or by which any of them or any of their properties or assets may be required under the DGCLbound, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Pinecrest or any of its Subsidiaries, or any of their properties or assets, except in the case of clause clauses (b) or and (c) such for violations, breaches or defaults which would not, not individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsaggregate have a Pinecrest Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, execution and delivery or performance by Parent and Purchaser of this Agreement by or any other Transaction Document to which Parent or PurchaserPurchaser is a party, the consummation by Parent or Purchaser of the Transactions, transactions contemplated by this Agreement or such Transaction Document(s) or compliance by Parent or Purchaser with any of the provisions hereof or thereof will (ai) conflict with assuming all Required Regulatory Approvals have been obtained or result in made, violate any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by applicable Law to which Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actis subject, (ii) require any filings as may be required consent, notice or approval under, conflict with, result in a breach of or constitute a default under the DGCLany material Contract, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws agreement or regulations of foreign jurisdictions, (iv) the filing instrument to which Parent or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval Purchaser 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assetsa party, except in the each case of clause (b) or (c) such violations, breaches or defaults which as would notnot reasonably be expected, individually or in the aggregate, impair to have a Material Adverse Effect, or (iii) requires any consent under, or conflict with, Charter Documents of Parent. Except as set forth in Section 6.4 of the Purchaser Disclosure Schedule and except in respect of filings to be made under the Foreign Exchange Management Act, 1999 or the regulations made thereunder or under the rules and regulations made by the SEBI, no consent, waiver, approval, order, permit or authorization or declaration or filing with, or notification to, any material respect Person or Governmental Authority is required on the ability part of each Parent or Purchaser in connection with the execution and Purchaser to perform its obligations under delivery of this Agreement, as the case may be, or prevent the consummation of the transactions contemplated by this Agreement or the compliance by Parent or Purchaser with any of the Transactionsprovisions hereof, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Consents and Approvals; No Violations. None Except as set forth on Schedule 4.3, assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Parent Seller or Purchaser, the consummation by Parent or Purchaser Seller of the Transactionstransactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not interfere in any material respect with Seller’s ownership of the Shares, or compliance otherwise prevent or materially delay the Closing and (iii) those that may be required solely by Parent or Purchaser with reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of each Transaction Document to which Seller is a party nor the consummation by Seller of the provisions hereof transactions contemplated hereby will (aA) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserSeller’s Governing Documents, (bB) result in a violation or breach of, 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, cancellation or acceleration), create a material payment obligation or loss of material benefit under, or require any filing material action taken by Parent or Purchaser with, or the permitSeller (including any notice, authorization, consent or approval of, approval) under any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, conditions or provisions of any material agreement to which Seller is a party or (iiC) violate any filings as may be required under Legal Requirement having jurisdiction over Seller, which in the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations case of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, clauses (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) above, would not have a material adverse effect on Seller’s ownership of the Exchange Act as may be required in connection with this Agreement and the TransactionsShares, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky otherwise prevent or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in materially delay the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsClosing.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent or Purchaserand Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent or Purchaser and Sub of the Transactionstransactions contemplated hereby will not, or compliance by Parent or Purchaser with any of the provisions hereof will (ai) conflict with or result in any breach of violate any provision of the articles of incorporation or bylaws (or equivalent organizational documents documents) of Parent or the Certificate of Incorporation or Bylaws of PurchaserSub, (bii) 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, except a Permitted Lien, upon any of the respective properties or assets of, Parent or Sub under, any of the terms, conditions or provisions of a Contract or Permit, (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act and (D) the Exchange Act, require on the part of Parent or Sub any filing by Parent or Purchaser registration with, or the permitnotification to, or require Parent or Sub to obtain any authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActEntity; except, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause clauses (bii) or and (c) iii), for such violations, breaches breaches, defaults, terminations, cancellations, accelerations or defaults which Liens that would not, individually or in the aggregate, impair have a Parent Material Adverse Effect, and, in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may beof clause (iv), for such filings, registrations, notifications, authorizations, consents or prevent approvals the consummation failure of any which to make or obtain, would not, individually or in the Transactionsaggregate, reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Except as set forth in Section 3.6 of the TB Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, and the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by TB of this Agreement or the consummation by TB 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 TB. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, TB nor the consummation by Parent or Purchaser TB of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActTB, (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 filings as right of termination, amendment, cancellation or acceleration 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 TB is a party or by which it or any of its properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, TB or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on TB.

Consents and Approvals; No Violations. None Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco 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, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Newco nor the consummation by Parent or Purchaser Newco of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents certificate of incorporation or bylaws (or similar governing documents) of either Parent or the Certificate of Incorporation or Bylaws of PurchaserNewco, (b) require result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default, or give rise to any filing by 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 either Parent or Purchaser with, Newco is a party or the permit, authorization, consent by which Parent or approval of, Newco or any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as its respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Newco or any of its Subsidiaries, Affiliates or any of their respective properties or assets, except except, in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None of Except for filings, permits, authorizations, consents and approvals as may be required, the execution, delivery or performance of this Agreement by Parent or Purchaserthe BAYOU ROAD Stockholder, the consummation by Parent or Purchaser the BAYOU ROAD Stockholder of the Transactions, or transactions contemplated hereby and compliance by Parent or Purchaser the BAYOU ROAD Stockholder with any of the provisions hereof will shall not (a) conflict with or result in any breach of any provision provisions of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasersuch BAYOU ROAD Stockholder, (b) require any filing by Parent such BAYOU ROAD Stockholder or Purchaser any of its Subsidiaries with, or the any permit, authorization, consent or approval to be obtained by such BAYOU ROAD Stockholder 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 Governmental Entity (except for (iright of termination, cancellation or acceleration) compliance with under, any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as Contract to which such BAYOU ROAD Stockholder is a party or by which any of them or any of their properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws bound or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, affected or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cd) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to Parentsuch BAYOU ROAD Stockholder, any of its Subsidiariesexcept, or any of their properties or assets, except in the case of clause (bc) or (c) such d), for violations, breaches or defaults which would not, individually or in the aggregate, impair in any not have a material respect adverse effect on the ability of each Parent and Purchaser such BAYOU ROAD Stockholder to perform its obligations under this Agreement, as consummate the case may be, or prevent the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, no notices to, filings with or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by the Acquired Companies of this Agreement by Parent or Purchaserthe Ancillary Documents to which each Acquired Company, as applicable, will be a party or the consummation by Parent or Purchaser the Acquired Companies of the Transactions, or except for (a) compliance by Parent or Purchaser with any and filings under the HSR Act (if applicable), (b) the filing of the provisions hereof Certificates of Merger with the Secretary of State of the State of Delaware and (c) those the failure of which to obtain or make would not have a Company Material Adverse Effect. Neither the execution, delivery or performance by the Acquired Companies of this Agreement or the Ancillary Documents to which each Acquired Company, as applicable, will be a party nor the consummation by the Acquired Companies of the Transactions will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements Governing Documents of the Exchange ActAcquired Companies, (ii) 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 filings as may be required under the DGCLright of termination, cancellation or acceleration or purchase or sale) under, any contract, agreement or other instrument binding upon any Group Company, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, of any of its Subsidiaries, Governmental Entity having jurisdiction over the Group Companies or any of their properties or assetsassets or (iv) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the assets of any Group Company, except in the each case of clause clauses (bii), (iii) or and (civ) such violations, breaches or defaults which as would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Company Material Adverse Effect.

Consents and Approvals; No Violations. None Except as set forth in Section 3.6 of the V2P Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by V2P of this Agreement or the consummation by V2P 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 V2P. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, V2P nor the consummation by Parent or Purchaser V2P of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActV2P, (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 filings as right of termination, amendment, cancellation or acceleration 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 V2P is a party or by which it or any of its properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, V2P or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.not have a Material Adverse Effect on V2P.

Consents and Approvals; No Violations. None Except as set forth in Section 4.6 of the SpeechPhone Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by SpeechPhone of this Agreement or the consummation by SpeechPhone 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 SpeechPhone. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, SpeechPhone nor the consummation by Parent or Purchaser SpeechPhone of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActSpeechPhone, (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 filings as right of termination, amendment, cancellation or acceleration 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 SpeechPhone is a party or by which it or any of its properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, SpeechPhone or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on SpeechPhone.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except Except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Exchange Act, state securities or blue sky laws, the HSR Act and comparable merger the filing and notifications laws recordation of the Merger Certificate as required by the DGCL, no filing with or regulations notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of foreign jurisdictionsthis Agreement or the consummation by Parent or Acquisition 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, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or similar governing documents) of Parent or Acquisition, (ivii) to the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) knowledge of the Exchange Act as Parent, 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition is a party or by which any of them or any of their respective properties or assets may be required in connection with this Agreement and the Transactions, bound or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Parent or Acquisition or any of their respective properties or assetsassets except, except in the case of clause (bii) or (c) such iii), for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshave a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. None Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, the NNM and the filing of the executionCertificate of Merger, none of the execution or delivery or performance of this Agreement by Parent or PurchaserMerger Sub of, or performance by Parent or Merger Sub of its obligations under, this Agreement, the consummation by Parent or Purchaser Merger Sub of the Transactions, Transactions or compliance by Parent or Purchaser Merger Sub with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents respective certificate of incorporation or bylaws of Parent or the Certificate of Incorporation or Bylaws of Purchaser, Merger Sub; (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity Entity; (except for c) result in a violation or breach of, or constitute (iwith or without due notice or lapse of time or both) compliance with a default (or give rise to any applicable requirements right of termination, cancellation or acceleration) under, any of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, bound; or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Subsidiaries or any of their properties or assets, except in excluding from the case of clause foregoing clauses (b) or ), (c) and (d) such violations, breaches or defaults which would could not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshave a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. None Except for the filings, permits, authorizations, consents and approvals as may be required under relevant securities laws and regulations, if applicable, and applicable Pink Sheet regulations, including without limitation the requisite approval by the shareholders of Mercor Portfolio, Inc., if applicable, of the transactions contemplated hereby, none of the execution, delivery or performance of this Agreement by Parent or PurchaserMercor Portfolio, Inc., the consummation by Parent or Purchaser Mercor Portfolio, Inc. of the Transactions, transactions contemplated hereby or compliance by Parent or Purchaser Mercor Portfolio, Inc. with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents certificate of Parent incorporation or the Certificate memorandum and articles of Incorporation or Bylaws association of PurchaserMercor Portfolio, Inc., (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity governmental entity, (except for c) result in a violation or breach of, or constitute (iwith or without due notice or lapse of time or both) compliance with a default (or give rise to any applicable requirements right of termination, cancellation or acceleration) under, any of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Mercor Portfolio, Inc. or any of its material subsidiaries is a party or by which any of them or any of their respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentMercor Portfolio, Inc., any of its Subsidiaries, material subsidiaries or any of their properties or assets, except in excluding from the case of clause foregoing Sections (b) or ), (c) and (d) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any have a material respect adverse effect on Mercor Portfolio, Inc.'s ability to consummate the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionstransactions.

Consents and Approvals; No Violations. None No Governmental Approval is required on the part of (a) each Company for the execution and delivery by such Company of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, and (b) any other applicable Subsidiary of Sellers, for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except (i) as listed on Section 3.04 of the Disclosure Letter; (ii) compliance with any applicable requirements of the HSR Act and any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, “Investment Laws”) listed on Section 6.04(a) of the Disclosure Letter; or (iii) any such Governmental Approval, the failure to make or obtain would not have a Material Adverse Effect. Assuming compliance with the items described in clauses (i) and (ii) of the preceding sentence, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by Parent or Purchaser, each Company nor the consummation by Parent such Company or Purchaser any other applicable Subsidiary of Sellers of the Transactionstransactions contemplated hereby or thereby, or compliance by Parent or Purchaser with any of the provisions hereof as applicable, will (aA) conflict with or result in any breach or violation of any provision of the its respective organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaserdocuments, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TOapplicable, (B) result in a breach or violation of, or constitute (with or without notice or lapse of time or both) a default (or give rise to the Proxy Statementcreation of any Lien, if stockholder approval is required by law and except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any Material Contract or (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries, such Company or any of their properties or assetsthe Business Assets, except in the case of clause clauses (bB) and (C), for breaches or (c) such violations, breaches defaults, Liens or defaults which rights that would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect.

Consents and Approvals; No Violations. (a) None of the execution, delivery or performance of this Agreement by Parent or Purchaserany Ancillary Agreement, the consummation by Parent any Seller or Purchaser Seller Guarantor of the Transactions, Transaction or the compliance by Parent any Seller or Purchaser Seller Guarantor with any of the provisions hereof will will: (ai) conflict with or result in any breach of any provision of the certificate of formation, operating agreement or similar organizational documents of Parent any Seller or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, Seller Guarantor; (ii) any filings except as may be required under disclosed in Schedule 4.3(a)(ii) of the DGCL, (iii) filings, permits, authorizations, consents and approvals Disclosure Schedule or as may be required under the HSR Act and comparable merger and notifications laws Act, require any filing with, or regulations Permit, authorization, consent or approval of foreign jurisdictions, any Governmental Entity or (iviii) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the except as disclosed in Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a4.3(a)(iii) of the Exchange Act as may be required Disclosure Schedule, require any consent, approval or notice under, or result in connection a violation or breach of, or constitute (with this Agreement and or without due notice or the Transactionspassage 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 contract, agreement, arrangement or understanding to which any Seller or Seller Guarantor is a party, by which any Seller or Seller Guarantor is bound or to which any Membership Interest is subject; or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentany Seller, any of its Subsidiaries, Seller Guarantor or any of their properties or assetsMembership Interest, except in the case of clause clauses (bii), (iii) and (iv), as would not have or (c) such violations, breaches or defaults which would notnot reasonably be expected to have, individually or in the aggregate, impair in any material respect a Material Adverse Effect or would not materially adversely affect (or would not reasonably be expected to materially adversely affect) the ability of each Parent and Purchaser any Seller to perform its obligations under this Agreement, as consummate the case may be, or prevent the consummation of any the TransactionsTransaction.

Consents and Approvals; No Violations. None Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material Permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco 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, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Newco nor the consummation by Parent or Purchaser Newco of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents certificate of incorporation or bylaws (or similar governing documents) of either Parent or the Certificate of Incorporation or Bylaws of PurchaserNewco, (b) require result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default, or give rise to any filing by 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 either Parent or Purchaser with, Newco is a party or the permit, authorization, consent by which Parent or approval of, Newco or any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as its respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, Law, statute, rule or regulation applicable to Parent, Parent or Newco or any of its Subsidiaries, Affiliates or any of their respective properties or assets, except except, in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict No filing with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasernotice to, (b) require any filing by Parent or Purchaser with, or the and no permit, authorization, registration, consent or approval of, any Governmental Entity (except is required on the part of Parent or Merger Sub or any of their Subsidiaries for the execution, delivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, other than (i) pursuant to applicable requirements of the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the MBCA, (iii) compliance with the HSR Act, or (iv) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters. Neither the Exchange Actexecution, (ii) any filings as may be required under delivery and performance of this Agreement by Parent or Merger Sub nor the DGCL, (iii) filings, permits, authorizations, consents consummation by Parent and approvals as may be required under Merger Sub of the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of transactions contemplated hereby will (A) conflict with or result in any breach, violation or infringement of any provision of the Schedule TOrespective governing documents of Parent or Merger Sub, (B) the Proxy Statementresult in a breach, 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 Transactionsviolation or infringement of, or constitute (ivwith or without due notice or lapse of time or both) such filings and approvals as may be required by a default (or give rise to the creation of any applicable state securitiesLien or any right of termination, blue sky amendment, cancellation or takeover lawsacceleration) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentunder, any of its Subsidiariesthe terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which any of them or any of their respective properties or assetsassets may be bound, (C) change the rights or obligations of any party under any Contract, or (D) violate or infringe any Law applicable to Parent or Merger Sub, except in the case of clause (bB) or (cC) such for breaches, violations, breaches infringements, defaults or defaults changes which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair in any material respect the ability of each Parent or Merger Sub to consummate the Merger and Purchaser to perform its obligations under the other transactions contemplated by this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except as set forth on Schedule 4.5 of the Company Disclosure Schedules, assuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 6.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by the Company or its Subsidiaries of this Agreement by Parent or Purchaser, the Ancillary Documents to which the Company or its Subsidiaries are a party or the consummation by Parent the Company or Purchaser its Subsidiaries of the Transactionstransactions contemplated hereby or thereby, or except for (i) compliance by Parent or Purchaser with any and filings under the HSR Act and (ii) the filing of the provisions hereof Certificate of Merger. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which it is a party, nor the consummation by the Company of the transactions contemplated hereby or thereby, will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserCompany’s Governing Documents, (b) require except as set forth on Schedule 4.5 of the Company Disclosure Schedules, result in a violation or breach of, result in any filing by Parent loss of rights or Purchaser withadditional obligations under, 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 permitterms, authorization, consent conditions or approval provisions of, or result in the payment of any Governmental Entity (except for (i) compliance with additional amounts or consideration under, any applicable requirements of the Exchange ActMaterial Contract or Permit, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any orderOrder or Applicable Law or (d) except as contemplated by this Agreement or with respect to Permitted Liens, writ, injunction, decree, statute, rule or regulation applicable to Parent, result in the creation of any Lien upon any of the material assets of the Company or its Subsidiaries, or any of their properties or assets, except in the case of clause the foregoing clauses (b) or (c) such violations, breaches or defaults which as would notnot reasonably be expected to result in, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsa Company Material Adverse Effect.

Consents and Approvals; No Violations. None of Except for the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of, the Advisers Act, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act Act, state securities or Blue Sky laws, Delaware Law and comparable merger and notifications laws California Law, none of the execution, delivery or regulations performance of foreign jurisdictionsthis Agreement by E*TRADE, the consummation by E*TRADE of the transactions contemplated hereby or compliance by E*TRADE with any of the provisions hereof shall (i) conflict with or resulting any breach of any provision of the Certificate of Incorporation, the Bylaws or similar organizational documents of E*TRADE, (ivii) the require any filing with, or deemed filing with the SECpermit, the Nasdaq Stock Marketauthorization, Inc. and the New York Stock Exchange of (A) the Schedule TOconsent or approval of, any Governmental Entity, (Biii) result in a violation or breach of, or constitute (with or without due notice or the Proxy Statementpassage of time or both) a default (or give rise to any right of termination, if stockholder approval is required by law and (Camendment, cancellation or acceleration) such reports under Section 13(a) any of the Exchange Act as may be required in connection with this Agreement and terms, conditions or provisions of any material agreement or contract to which E*TRADE is a party (the Transactions"E*TRADE Agreements"), or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentE*TRADE, any of its Subsidiaries, to which E*TRADE is a party or by which any of their properties or assetsthe assets of it is bound, except in excluding from the case of clause foregoing clauses (bii), (iii) or and (civ) such violations, breaches or defaults which would not, individually or in the aggregate, impair in have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained under any material respect the ability of each Parent and Purchaser E*TRADE Agreements prior to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionstransactions hereunder, except for such consents and approvals the failure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. None of the executionNo filing with, delivery and no permit, authorization, consent or performance of this Agreement by Parent approval of, any Governmental Entity, domestic or Purchaserforeign, is necessary for the consummation by Parent or Purchaser of the Transactions, or Transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement nor the consummation of the Transactions contemplated hereby nor compliance by Parent or Purchaser with any of the provisions hereof will will: (ai) conflict with or result in any breach of any provision of the organizational documents certificates of incorporation (as amended and/or restated) or bylaws (as amended and/or restated) or other governing instruments of Parent or the Certificate certificate of Incorporation formation (as amended and/or restated) or Bylaws operating agreement (as amended and/or restated) or other governing instrument of Purchaser, the Merger Sub; (bii) require any filing by consent, approval or notice under or conflict with or result in the violation or breach of, or constitute (with or without 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 Parent or Purchaser withMerger Sub is a party or by which Parent or Merger Sub or any material portion of Parent's properties or assets may be bound, or result in the creation of any lien upon any of Parent's assets, or the permitloss of any license, authorization, consent permit or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, other contractual right material to Parent's business or assets; or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, determination, award, decree, law, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Parent or Merger Sub or any material portion of their Parent's properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company’s representations and warranties, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent and Merger Sub 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, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Closing or the effectiveness of the Merger. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Merger Sub nor the consummation by Parent or Purchaser Merger Sub of the Transactionstransactions contemplated hereby, or compliance by Parent or Purchaser with any of including, without limitation, the provisions hereof Merger, will (a) conflict with or result in any breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or the Certificate of Incorporation or Bylaws of PurchaserMerger Sub, (b) require other than pursuant to debt agreements that will be terminated as a part of the refinancing contemplated by Section 4.5, 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 filing by 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 Parent or Purchaser with, Merger Sub is a party or the permit, authorization, consent by which any of them or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as their respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of its Subsidiaries, Parent or Merger Sub or any of their subsidiaries or any of their respective properties or assets, except except, in the case of clause (b) or (c) such ), for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the TransactionsClosing or the Merger.

Consents and Approvals; No Violations. None Except as disclosed in Section 4.4 of the executionBuyer Disclosure Schedule, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser and except for applicable requirements of the TransactionsExchange Act and German pre-merger notification laws, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any no filing by Parent or Purchaser with, or the and no permit, authorization, consent or approval of, any Governmental Entity (except Entity, is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement and the Investment Agreement. Except as set forth in Section 4.4 of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement, the Investment Agreement and the Other Agreements by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby or thereby nor compliance by the Buyer with any of the provisions hereof or A-14 19 thereof will (i) compliance conflict with or breach any applicable requirements provision of the Exchange ActArticles of Organization or By-Laws (or similar organizational documents) of the Buyer or any Buyer Subsidiary, (ii) violate or breach any filings as provision of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Buyer or any Buyer Subsidiary is a party or by which any of them or any of their properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (ciii) violate any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Buyer, any of its Subsidiaries, Buyer Subsidiary or any of their properties or assets, except in the case of clause clauses (bii) or and (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, not either have a Material Adverse Effect or prevent or delay the consummation of any the Transactions.transactions contemplated hereby. 4.5

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the WWNI Disclosure Schedule no filing with or notice to, and no 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 WWNI of this Agreement or the consummation by WWNI 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 WWNI. Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, WWNI nor the consummation by Parent or Purchaser WWNI of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate respective Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActWWNI, (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 filings as right of termination, amendment, cancellation or acceleration 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 WWNI is a party or by which any of its properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 Transactionsbound, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, WWNI or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on WWNI.

Consents and Approvals; No Violations. None Except as set forth in Section 4.6 of the MDM Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by MDM of this Agreement or the consummation by MDM 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 MDM. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, MDM nor the consummation by Parent or Purchaser MDM of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActMDM, (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 filings as right of termination, amendment, cancellation or acceleration 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 MDM is a party or by which it or any of its properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, MDM or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on MDM.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company's representations and warranties contained in Section 2.5, except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act and (b) the filing of the Certificate of Merger, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Merger Sub nor the consummation by Parent or Purchaser Merger Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents respective certificate or articles of incorporation or Bylaws (or similar governing documents) of Parent or the Certificate of Incorporation or Bylaws of PurchaserMerger Sub, (b) require result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any filing by 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 Parent or Purchaser with, Merger Sub is a party or the permit, authorization, consent by 25 31 which any of them or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as their respective properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Merger Sub or any of its Subsidiaries, Parent's subsidiaries or any of their respective properties or assets, except in the case of this clause (b) or (c) such violationsonly, breaches or defaults for violations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the TransactionsMerger.

Consents and Approvals; No Violations. None Except for the receipt by Purchaser of the executionPermits as to which the transfer thereof from the Sellers to Purchaser would violate, or would not be permitted or effective under, applicable Law and applicable requirements of the HSR Act, no filing with, and no Permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by the Sellers of the transactions contemplated by this Agreement and any Collateral Agreements. Neither the execution and delivery or performance of this Agreement or any Collateral Agreement by Parent or Purchaser, any Seller nor the consummation by Parent or Purchaser any Seller of the Transactions, transactions contemplated by this Agreement or any Collateral Agreement nor compliance by Parent or Purchaser any Seller with any of the provisions hereof or thereof will (a) conflict with or result in any breach of any provision of the organizational documents certificate of Parent incorporation or the Certificate by-laws of Incorporation or Bylaws of Purchaserany Seller, (b) require any filing by Parent subject to obtaining the consents listed in Section 6.3 of the Disclosure Schedule (the "Required Consents"), result in a violation or Purchaser withbreach of, or the permitconstitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, authorizationmodification, consent cancellation or approval ofacceleration or loss of material benefits) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as Contract to which any Seller is a party or may be required under subject or which is included in the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under Transferred Assets or the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) Assumed Liabilities or (c) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Parentany Seller, any of its Subsidiaries, the Transferred Assets or any of their properties or assetsthe Assumed Liabilities, except in the case of clause clauses (b) or (c) such ), for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably likely to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionshave a Material Adverse Effect.

Consents and Approvals; No Violations. None Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (the "SUB DISCLOSURE SCHEDULE") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and the DGCL, neither the execution, delivery or performance of this Agreement by Parent or Purchaser, Sub nor the consummation by Parent or Purchaser Sub of the Transactions, or transactions contemplated hereby nor compliance by Parent or Purchaser Sub with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws the bylaws of PurchaserParent or its Subsidiaries, (bii) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements on the part of the Exchange Act, (ii) any filings as may be required under the DGCLParent or its Subsidiaries, (iii) filingsresult in a violation or breach of, permitsaccelerate the performance of obligations or alter the rights under, authorizationsor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws amendment, cancellation or regulations of foreign jurisdictionsacceleration) under, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) any of the Exchange Act as may be required in connection with this Agreement terms, conditions or provisions of any contracts, agreements, commitments, instruments and the Transactionsguarantees to which Parent or its Subsidiaries is a party, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation Legal Requirement applicable to Parent, any of Parent or its Subsidiaries, or except in any case referred to in any of their properties or assets, except in the case of clause clauses (bii) or through (civ) such violations, breaches or defaults which would notabove which, individually or in the aggregate, impair would not reasonably be expected to result in any a material respect adverse effect on the ability of each Parent and Purchaser Sub to perform its their obligations under this Agreement, as Agreement or consummate the case may be, or prevent the consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None (a) No Permit of, with or from, any Governmental Entity is required on the part of (i) any Seller for the execution and delivery by such Seller of the Transaction Agreements to which it is a party and the performance of its obligations hereunder or thereunder (as applicable) and (ii) any Seller for the consummation of the Transactions, as applicable, except, in each case of the foregoing sub-clauses (i) and (ii), (A) as listed in Section 3.3(a) of the Disclosure Schedule; and (B) compliance with any applicable requirements of the HSR Act or any other Antitrust Law or in connection with seeking CFIUS Approval or any other Requisite Governmental Approval. Assuming compliance with the items described in sub-clauses (A) and (B) of the preceding sentence and receipt of the Transfer Consents, neither the execution, delivery or and performance of this Agreement or any Transaction Agreement by Parent or Purchaserany Seller, nor the consummation by Parent or Purchaser any Seller of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof as applicable, will (a1) conflict with or result in any breach or violation of any provision of the organizational documents of Parent its respective Organizational Documents; (2) result in a breach, violation or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser withinfringement of, or constitute (with or without notice or lapse of time or both) a default (or give rise to the permitcreation of any Lien, authorizationexcept for Permitted Liens, consent or approval ofany right of or to notice, consent, termination, amendment, cancellation or acceleration) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, Transferred Contract or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c3) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsSeller.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict No filing with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchasernotice to, (b) require any filing by Parent or Purchaser with, or the and no permit, authorization, registration, consent or approval of, any Governmental Entity (or Self-Regulatory Organization is required on the part of such Seller for the execution, delivery and performance by such Seller of this Agreement or the consummation of the Sale and the other transactions contemplated by this Agreement, except for (i) compliance with any applicable requirements of the Exchange HSR Act, ; or (ii) any filings as may the failure of which to make or obtain would not reasonably be required expected to have a material adverse effect on such Seller’s ability to perform its obligations under this Agreement or to materially delay, or impair or prevent, consummation of the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing transactions contemplated hereby. Assuming compliance with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of items described in clause (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(ai) of the Exchange Act as may be required in connection with preceding sentence, neither the execution, delivery and performance of this Agreement by such Seller nor the consummation by such Seller of the transactions contemplated by this Agreement will (x) conflict with or result in any breach, violation or infringement of any provision of the respective memorandum of association, articles of association, and the Transactions, certificates or articles of incorporation or by-laws (ivor similar governing documents) of such filings and approvals as may be required by any applicable state securities, blue sky Seller or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its SubsidiariesSubsidiaries (in each case, in the case of a Seller that is not a natural person); or (y) violate or infringe any Law applicable to such Seller or any of their its properties or assets, ; except in the case of clause (b) or (c) such y), breaches, violations, breaches infringements, defaults, Liens or defaults which other rights that would not, individually or in the aggregate, impair in any not have a material respect the adverse effect on such Seller’s ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may beAgreement or to materially delay, or prevent the impair or prevent, consummation of any the Transactionstransactions contemplated hereby.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals set forth in Section 4.3 of the Parent Disclosure Letter, as may result from any facts or circumstances related to the Company or its Subsidiaries or as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Regulatory Laws, the DGCL, the rules and regulations of the NYSE, state securities Laws, neither the execution, delivery or performance of this Agreement by Parent or Purchaser, and Merger Sub nor the consummation by Parent or Purchaser and Merger Sub of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or by-laws, or similar organizational documents documents, of Parent or the Certificate of Incorporation or Bylaws of PurchaserMerger Sub, (b) require any filing by Parent or Purchaser Merger Sub to make any notice to, or filing with, or the obtain any permit, authorization, consent or approval of, any Governmental Entity Entity, (except for (ic) assuming compliance with the matters referred to in clause (b), contravene, conflict with or result in a violation or breach of any provision of any applicable requirements Law, (d) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, could become a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any of the Exchange Actterms, (ii) conditions or provisions of any filings as may be required Contract not otherwise terminable by the other party thereto on 180 days' or less notice to which Parent or Merger Sub is entitled under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws any provision of any agreement or regulations of foreign jurisdictions, (iv) the filing other instrument binding upon Parent or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 TransactionsMerger Sub, or (ive) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub, with such filings and approvals as may be required by any applicable state securitiesexceptions, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause each of clauses (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.through

Consents and Approvals; No Violations. None Except as set forth in Section 4.6 of the Voiceassist Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Voiceassist of this Agreement or the consummation by Voiceassist 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 Voiceassist. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Voiceassist nor the consummation by Parent or Purchaser Voiceassist of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate Articles of Incorporation or Bylaws (or similar governing documents) of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActVoiceassist, (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 filings as right of termination, amendment, cancellation or acceleration 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 Voiceassist is a party or by which it or any of its properties or assets may be required under the DGCL, bound or (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Voiceassist or any of its Subsidiaries, or any of their properties or assets, except in the case of clause (bii) or (ciii) such for violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsnot have a Material Adverse Effect on Voiceassist.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except Except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Exchange Act, state securities or blue sky laws, the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed and recordation of the Merger Certificate as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the SEC, execution and delivery by Parent or Acquisition of this Agreement or the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required consummation by law and (C) such reports under Section 13(a) Parent or Acquisition of the Exchange Act as may be required in connection with this Agreement and transactions contemplated hereby, except where the Transactionsfailure to obtain such permits, authorizations, consents or (iv) approvals or to make such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) give such violations, breaches or defaults which notice would not, individually or in the aggregate, impair have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation breach of any provision of the Transactions.respective certificate of incorporation or bylaws (or similar governing documents) of Parent or Acquisition, (ii) to the knowledge of the Parent, 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

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except Except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictionsAct, (iv) the filing and acceptance for record of the Certificate of Merger as required by the DGCL, and such other filings, permits, authorizations, consents and approvals which, if not obtained or deemed made, are not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the SEC, execution and delivery by Parent or Merger Sub of this Agreement or the Nasdaq Stock Market, Inc. and Option Agreement or the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required consummation by law and (C) such reports under Section 13(a) Parent or Merger Sub of the Exchange Act as may be required in connection with transactions contemplated hereby or thereby. The execution, delivery, and performance of this Agreement and the TransactionsOption Agreement by Parent or Merger Sub and the consummation by Parent or Merger Sub of the transactions contemplated hereby and thereby will not result in any violation of or conflict with, constitute a default under (with or without due notice or lapse of time or both), require any consent, waiver or notice under any term of, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except result in the case of clause (b) reduction or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation loss of any benefit or the Transactions.creation or acceleration of any right or obligation under, (i) the respective certificate of incorporation or bylaws of Parent or Merger Sub, (ii) any agreement, note, bond, mortgage, indenture, contract, lease, permit or other obligation or right to

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will Except (a) conflict with for the Governmental Requirements, or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) require where the failure to make any filing by Parent or Purchaser with, or the to obtain any permit, authorization, consent or approval of, any Governmental Entity would not prevent or delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not individually or in the aggregate have a Company Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. Except as set forth in Section 5.5 of the Company Disclosure Letter, no consent or approval of any other party (other than any Governmental Entity) is required to be obtained by the Company or any Company Subsidiary for the execution, delivery or performance of this Agreement or the performance by the Company of the transactions contemplated hereby, except for where the failure to obtain any such consent or approval would not prevent or delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement or would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 5.5 of the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) compliance conflict with or result in any applicable requirements breach of any provisions of the Exchange ActRestated Articles of Incorporation or Bylaws of the Company or the Certificate or Articles of Incorporation, as the case may be, or Bylaws of any of the Company 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 filings as right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under, any of the terms, conditions or provisions of any note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be required under the DGCLbound or affected, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Company, any of its Subsidiaries, the Company Subsidiaries or any of their properties or assets, (iv) result in the creation or imposition of any Encumbrance on any asset of the Company or any Company Subsidiary or (v) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Company or any of the Company Subsidiaries to conduct its business as currently conducted, except in the case of clause clauses (bii), (iii), (iv) or and (cv) such for violations, breaches breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or defaults revocations which would not, not individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactionsaggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by the Parent or Purchaserand Merger Sub do not, and the performance by the Parent and Merger Sub of this Agreement and the consummation by the Parent or Purchaser and Merger Sub of the TransactionsTransactions will not, or compliance by Parent or Purchaser with any of the provisions hereof will (a) conflict with or result in any breach of violate any provision of the articles of incorporation or certificate of incorporation, as the case may be, or bylaws (or equivalent organizational documents documents) of the Parent or the Certificate of Incorporation or Bylaws of PurchaserMerger Sub, (b) 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 Contract to which the Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, (c) violate any Law applicable to the Parent, any of its Subsidiaries or any of their properties or assets or (d) other than in connection with or compliance with (i) the DGCL, (ii) requirements under other state corporation Laws, (iii) the HSR Act and other Antitrust Laws, (iv) Securities Exchange Rules, and (v) the Exchange Act, require on the part of the Parent or Merger Sub any filing by Parent or Purchaser registration with, notification to, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange ActEntity; except, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause clauses (b) or ), (c) and (d), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate, impair in any material respect the ability of each reasonably be expected to have a Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsMaterial Adverse Effect.

Consents and Approvals; No Violations. None Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by Buyer of this Agreement or the consummation by Buyer 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, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Stock Purchase. Neither the execution, delivery or and performance of this Agreement by Parent or Purchaser, Buyer nor the consummation by Parent or Purchaser Buyer of the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the organizational documents Governing Documents of Parent or the Certificate of Incorporation or Bylaws of PurchaserBuyer, (b) require any filing by Parent result in a material violation or Purchaser withmaterial breach of, or the permitconstitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, authorization, consent cancellation or approval ofacceleration) under, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actterms, (ii) conditions or provisions of any filings as note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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 (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Buyer or any of its Subsidiaries, Buyer’s affiliates or any of their respective properties or assets, except except, in the case of clause clauses (b) or and (c) such violationsabove, breaches or defaults for violations which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser be reasonably expected to perform its obligations under this Agreement, as the case may be, prevent or prevent materially delay the consummation of any the TransactionsStock Purchase.

Consents and Approvals; No Violations. None Except as set forth in Schedule 4.1(c), no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is required to be obtained by any member of the executionREIT Group for the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements, other than any filings required under the 1933 Act, the 1934 Act or state securities laws, and any filings required to be made with the Office of the Maryland Department of Taxation and Assessment, the Secretary of State of Delaware and the NYSE, except where the failure to so make same or obtain could not have a material adverse affect on such entity’s ability to execute and deliver, or perform its obligations under, this Agreement. Neither the execution and delivery or performance of this Agreement or the other Transaction Agreements by Parent the REIT, the Partnership or Purchaser, LaSalle Lessee nor the consummation by Parent or Purchaser either of them of the Transactions, transactions contemplated hereby or thereby nor compliance by Parent or Purchaser each of them with any of the provisions hereof or thereof will (ai) conflict with or result in any breach of any provision of the organizational documents of Parent either the REIT, the Partnership or the Certificate of Incorporation or Bylaws of Purchaser, (b) require any filing by Parent or Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, LaSalle Lessee; (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 filings as right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any indenture, license, contract, agreement or other instrument or obligation to which the REIT, the Partnership or LaSalle Lessee is a party or by which any of them or any of their respective properties or assets may be required under the DGCL, bound; or (iii) filings, permits, authorizations, consents and approvals as may be required under to the HSR Act and comparable merger and notifications laws or regulations Knowledge of foreign jurisdictions, (iv) the filing or deemed filing with the SECREIT, the Nasdaq Stock Market, Inc. and the New York Stock Exchange 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, Partnership or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws) or (c) LaSalle Lessee violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parenteither the REIT, any of its Subsidiaries, the Partnership or any of their properties or assets, except in the case of clause (b) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, impair in any material respect the ability of each Parent and Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the TransactionsLaSalle Lessee.