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

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or any of its properties or assets, except in the case of (iii) or (iv) for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect on Buyer.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents, and consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as may be required under, and other applicable requirements of, set forth in Section 4.5 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Company Disclosure Schedule, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer the Company, nor the consummation by Buyer the Company of the transactions contemplated hereby hereby, nor compliance by Buyer the Company with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the Articles certificate of Incorporation incorporation or by-laws of the Company or the Bylaws certificate of Buyer, (ii) require any filing with, incorporation or permit authorization, consent, or approval by-laws of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency of the Company's subsidiaries; (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation material (as defined for purposes of Form 10-K) Contract to which Buyer the Company or any of the Company's subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, ; or (ivc) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer the Company, any of the Company's subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) or and (ivc) for violations, breaches, breaches or defaults that which would not, not individually or in the aggregate, aggregate have a material adverse effect on BuyerCompany Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3Section 5.4 of the Tribune Disclosure Statement, and except for filings, permits, authorizations, consents, filings and approvals Permits as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act (including the filing with the SEC of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"Registration Statement), neither Blue Sky Laws, the HSR Act and the DGCL, none of the execution, delivery, delivery or performance of this Agreement or the Voting Agreement by Buyer Tribune nor the consummation by Buyer Tribune of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof or thereby will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or the Bylaws by-laws of Buyer, Tribune; (iib) require any filing with, or permit authorization, consent, or approval Authorization of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, ; (iiic) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Contract to which Buyer Tribune or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, ; or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Tribune, any of its Subsidiaries or any of its their properties or assets, except in the case of clauses (iiib), (c) or (ivd) for failures to obtain authorizations, violations, breaches, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on BuyerTribune or prevent or materially delay the consummation of the Offer or the Merger.

Consents and Approvals; No Violations. Except as set forth in on Schedule 4.3, 5.4 and except for filingsapplicable requirements of state or foreign laws relating to takeovers, permits, authorizations, consentsstate securities or blue sky laws, and approvals as may be required underfiling of Agreement of Merger under the ABCA and the DGCL, no filing with, and other applicable requirements no permit, authorization, consent or approval of, any public body or authority is necessary for the Securities Act consummation by Xxxxxxxx of 1933, the transactions contemplated by this Agreement. Except as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")set forth on Schedule 5.4, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer Xxxxxxxx, nor the consummation by Buyer Xxxxxxxx of the transactions contemplated hereby hereby, nor compliance by Buyer Xxxxxxxx with any of the provisions hereof hereof, will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of BuyerXxxxxxxx, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Xxxxxxxx is a party or by which Buyer it or any of its properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, statute, rule, regulation or regulation permit applicable to Buyer Xxxxxxxx or any of its properties or assets, except in the case of clauses (ii) and (iii) or (iv) for violations, breaches, breaches or defaults that would not, individually or in the aggregate, not have a material adverse effect on BuyerMaterial Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, (a) Neither the execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance delivery of this Agreement by Buyer nor the consummation performance by Buyer Parent or Merger Sub of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof their obligations hereunder will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or the Bylaws by-laws (or other governing or organizational documents) of BuyerParent or Merger Sub, or (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (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, amendmentcancellation or acceleration or obligation to repurchase, cancellationrepay, redeem or accelerationacquire or any similar right or obligation) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, agreement, lease or other agreement or similar instrument or obligation to which Buyer Parent or Merger Sub is a party or by which Buyer any of them or its properties any of the respective assets used or assets held for use by any of them may be bound, bound or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable of any Governmental Entity to Buyer which Parent or any of its properties or assetsMerger Sub is subject, except in excluding from the case of foregoing clauses (ii) and (iii) or (iv) for violationssuch requirements, defaults, breaches, rights or defaults violations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for those filings, permits, authorizations, consentsconsents and approvals, and approvals if any, as may be required under, and other applicable requirements of, the Securities Exchange Act, any foreign antitrust, competition or merger control laws of China, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities “HSR Act") or ”), the Securities filing with the SEC of the Proxy Statement and the making of such other filings as may be required under the Exchange Act or by the rules of 1934the Nasdaq Stock Market in connection with this Agreement, as amended (and the "Exchange Act")filing of the Certificate of Merger, neither none of the execution, delivery, delivery or performance of this Agreement by Buyer nor the Company, the consummation by Buyer the Company of the transactions contemplated hereby nor Transactions or compliance by Buyer the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of any of the Articles of Incorporation Company Charter Documents or the Bylaws of BuyerSubsidiary Charter Documents, (iib) require any material filing with, or permit material permit, authorization, consent, review or approval of of, any court, arbitral tribunal, arbitrator, administrative agency or commissionagency, or other governmental commission or other governmental, quasi-governmental, administrative or regulatory authority or agency (a "“Governmental Entity"”), (c) except where as set forth on Section 3.3(c) of the failure to obtain such permitsCompany Disclosure Letter, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute a default (or an event which with or without due notice or lapse of time or bothboth would become a default) a default (or give rise to any right of termination, amendment, cancellation, cancellation or accelerationacceleration under any Material Contract or (d) underviolate any Order or Law applicable to the Company, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer Subsidiaries or any of its their respective properties or assets, except in the case of (iii) or (iv) for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect on Buyer.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, under and other applicable requirements ofof the Securities Act, the Securities Act Exchange Act, state securities or "blue sky" laws, no filing with or notice to, and no permit, authorization, consent or approval of 1933, as amended (any Governmental Entity is necessary for the "Securities Act") execution and delivery by SUTIOC of this Agreement or the Securities Exchange Act consummation by SUTIOC of 1934, as amended (the "Exchange Act"), neither transactions contemplated hereby. Neither the execution, delivery, or delivery and performance of this Agreement by Buyer SUTIOC nor the consummation by Buyer SUTIOC of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles respective Certificates of Incorporation or the Bylaws bylaws of Buyer, SUTIOC; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer SUTIOC is a party or by which Buyer or its properties or assets may be bound, ; or (iviii) violate any order, writ, injunction, decree, law, statute, rule, rule or regulation applicable to Buyer SUTIOC or any of its properties or assets, except except, in the case of the foregoing clause (iiiii) or (iv) iii), for violations, breaches, breaches or defaults that would notthat, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on BuyerSUTIOC.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, (a) Neither the execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements ofdelivery of this Agreement, the Securities Act performance by the Company of 1933its obligations hereunder, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance of this Agreement by Buyer nor the consummation by Buyer the Company of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or the Bylaws of Buyer, the Company; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (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, amendmentcancellation or acceleration or obligation to repurchase, cancellationrepay, redeem or accelerationacquire or any similar right or obligation) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, agreement, lease or other agreement or similar instrument or obligation to which Buyer the Company or any of its Subsidiaries is a party or by which Buyer any of them or its properties or any of their assets may be bound, bound or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable of any Governmental Entity to Buyer which the Company or any of its properties or assetsSubsidiaries is subject, except in excluding from the case of foregoing clauses (ii) and (iii) or (iv) for violationssuch requirements, defaults, breaches, rights or defaults violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on Buyerthe ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the HSR Act, state securities or blue sky laws and the DGCL, neither the execution, delivery, delivery or performance of this Agreement by Buyer Parent or the Purchaser nor the consummation by Buyer Parent or the Purchaser of the transactions contemplated hereby Transactions nor compliance by Buyer Parent or the Purchaser with any of the provisions provi- sions hereof will (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or by-laws of Parent or the Bylaws certificate of Buyerincorporation or by-laws of the Purchaser, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of, any Governmental Entity with respect to the business carried on by Parent or its subsidiaries as of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyerdate hereof, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Parent, or any of its subsidiaries or the Purchaser is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Parent, any of its subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (iiiii),(iii) or and (iv) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on BuyerParent, its subsidiaries and the Purchaser taken as a whole.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.3, 4.3(a) of the disclosure schedule delivered by DuPont to the Company concurrently with the execution and except for filings, permits, authorizations, consents, delivery by DuPont of this Agreement and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended attached hereto (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange ActDuPont Disclosure Schedule"), neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation performance by Buyer each of the transactions contemplated hereby nor compliance by Buyer with any DuPont and Newco of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or by-laws (or other governing or organizational documents) of DuPont or Newco, as the Bylaws of Buyer, (ii) require any filing withcase may be, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (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, amendmentcancellation or acceleration or obligation to repurchase, cancellationrepay, redeem or accelerationacquire or any similar right or obligation) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, agreement, lease or other agreement or similar instrument or obligation to which Buyer any of DuPont or Newco is a party or by which Buyer any of them or its properties any of the respective assets used or assets held for use by any of them may be boundbound or assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or (iv) made, as the case may be, violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable of any Governmental Entity to Buyer which either DuPont or any of its properties or assetsNewco is subject, except in excluding from the case of foregoing clauses (ii) and (iii) or (iv) for violationssuch requirements, defaults, breaches, rights or defaults violations (A) that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on BuyerDuPont Material Adverse Effect or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, The execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance delivery of this Agreement by Buyer nor such Fund does not, and the performance by such Fund of its obligations under this Agreement and the consummation by Buyer such Fund of the transactions contemplated hereby nor compliance Transactions required to be consummated by Buyer with any of the provisions hereof such Fund will not: (ia) conflict with or result in any breach of violate any provision of the Articles organizational documents, as amended, of Incorporation or the Bylaws of Buyer, such Fund; (iib) require any filing withconsent by any Person under, conflict with or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Contract to which Buyer such Fund is a party or by which Buyer it or any of its properties or assets may be boundis bound or result in the creation of any Encumbrance in or upon any of the properties, rights or assets of such Fund; (ivc) violate any order, writ, injunction, decree, statute, rule, or regulation Law applicable to Buyer such Fund or any of its properties or assets; or (d) other than in connection with or compliance with (i) HSR, (ii) the Securities Act, (iii) the Exchange Act, and (iv) the Investment Company Act require such Fund to make any filing or registration with, or provide any notification to, or require such Fund to obtain any Consents of any Governmental Entity, except in the case of clauses (ii), (iii) or and (iv) ), for such violations, breachesbreaches or defaults that, or defaults that such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would notnot have, or reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Buyersuch Fund or the validity of any of the actions to be taken at the Closing or the validity or enforceability of this Agreement or the Merger Agreement.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, for filings and except for filings, permits, authorizations, consents, and approvals Permits as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act (including the filing with the SEC of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"Registration Statement), neither Blue Sky Laws, the HSR Act and the DGCL, none of the execution, delivery, delivery or performance of this Agreement and the Company Stockholder Voting Agreement by Buyer Parent and Merger Sub nor the consummation by Buyer Parent and Merger Sub of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof and thereby will (ia) conflict with or result in any breach of any provision of the Articles respective certificate of Incorporation incorporation or the Bylaws by-laws of Buyer, Parent or Merger Sub; (iib) require any filing with, or permit authorization, consent, or approval Authorization of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, ; (iiic) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Contract to which Buyer Parent or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, ; or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Parent, any of its Subsidiaries or any of its their properties or assets, except except, in the case of clauses (iiib), (c) or (iv) d), for failures to obtain Authorizations, violations, breaches, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on BuyerParent or prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act None of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor Parent or Merger Sub, the consummation by Buyer Parent or Merger Sub of the Merger and the other transactions contemplated hereby nor by this Agreement, or compliance by Buyer Parent or Merger Sub with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the Articles organizational documents of Parent or the Certificate of Incorporation or the Bylaws of BuyerMerger Sub; (b) violate, (ii) require any filing with, conflict with or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, provisions under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation material Contract to which Buyer is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer Parent or any of its Subsidiaries is a party; (c) require any material filing by Parent or any of its Subsidiaries with, or require any permit, authorization, consent or approval of, any Governmental Entity or any other Person (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act; (ii) any filings as may be required under the DGCL; (iii) filings with the New York Stock Exchange; (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws; or (v) in connection with the applicable requirements of the HSR Act); or (d) conflict with or violate any Law applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except except, in the case of clause (iiib), (c) or (iv) for d), such violations, breaches, breaches or defaults that which would notnot have and would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on BuyerParent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act (including the filing with the SEC of 1934the Offer Documents), as amended (the "Exchange HSR Act"), the German Competition 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, delivery or performance of this the Agreement by Buyer Parent and Sub nor the consummation by Buyer Parent and Sub of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any 25 30 breach of any provision of the Articles respective certificate of Incorporation incorporation or the Bylaws by-laws of BuyerParent and Sub, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency Governmental Entity (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyerbe reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Parent or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Parent, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iii) or and (iv) for violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyerbe reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, (a) The execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance delivery by Sellers of this Agreement by Buyer nor and the Seller Ancillary Documents do not, and the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with and thereby will not, (i) conflict with, or result in any violation or breach of, any of the provisions hereof will of the Organizational Documents of any Seller, (iii) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach ofof or loss of a material benefit under, or constitute a material default (with or without due notice or lapse of time or both) a default under, any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iii) except as indicated on Schedule 4.4(b) or 4.12, require any consent, approval or other authorization of, or filing with or notification to, any Person under any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iv) subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 4.3(b), contravene or conflict with, or result in any material violation or breach of, any Law applicable to Sellers or the Business, (v) give rise to any right of termination, amendment, cancellation, amendment or accelerationmodification of rights of Sellers or acceleration of any of Sellers’ obligations under any Assigned Contract, except as would not reasonably be expected to have a Material Adverse Effect, or (vi) under, cause the creation or imposition of any Liens on any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or any of its properties or assetsPurchased Assets, except in the case of (iii) or (iv) for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect on BuyerPermitted Liens.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements ofSection 3.3 of the Company Disclosure Letter, the Securities Act of 1933, as amended (execution and delivery by the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance Company of this Agreement by Buyer nor do not, and the consummation by Buyer the Company of the transactions contemplated hereby nor and compliance by Buyer the Company with the provisions hereof will not, (i) violate any of the provisions hereof will of the Certificate of Incorporation or Bylaws of the Company or the comparable governing documents of any Subsidiary of the Company, in each case as amended to date, (iii) subject to the governmental filings and other matters referred to in Section 3.3(b), conflict with or result in any a breach of any provision of the Articles of Incorporation or the Bylaws of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, amendment, cancellation, modification or accelerationacceleration 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 assets of the Company or any of its Subsidiaries under, any of the termsindenture, conditionscredit agreement, or provisions of any noteother agreement, bond, mortgage, indenturecontract, lease, note, permit, concession, franchise, license, contract, agreement, or other instrument or obligation undertaking (each, a “Contract”) to which Buyer the Company or any of its Subsidiaries is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer the Company or any of its properties Subsidiaries or assetsany of their respective assets is bound or affected, except or (iii) subject to the governmental filings and other matters referred to in Section 3.3(b), conflict with or violate any law, rule, regulation, statute, ordinance, guideline, code, order, ruling, judgment, injunction, pronouncement, decree or other legally enforceable requirement (including common law) of any Governmental Authority (“Applicable Law”), except, in the case of clauses (ii) or (iii) or (iv) above, for violationsany such conflicts, breaches, defaults, violations, rights, losses or defaults that would notLiens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on Buyerthe Company or materially delay or impair consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, (a) Neither the execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements ofdelivery of this Agreement, the Securities Act performance by the Company of 1933its obligations hereunder, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance of this Agreement by Buyer nor the consummation by Buyer the Company of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof hereby, will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or the Bylaws of Buyer, the Company; (ii) require any filing withexcept as set forth in Section 3.3(a) of the Company Disclosure Schedule, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (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, amendmentcancellation or acceleration or obligation to repurchase, cancellationrepay, redeem or accelerationacquire or any similar right or obligation) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, agreement, lease or other agreement or similar instrument or obligation to which Buyer the Company is a party or by which Buyer it or its properties or assets may be bound, bound or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable of any Governmental Entity to Buyer or any of its properties or assetswhich the Company is subject, except in excluding from the case of foregoing clauses (ii) and (iii) or (iv) for violationssuch requirements, defaults, breaches, rights or defaults violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on Buyerthe ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent.

Consents and Approvals; No Violations. Except as set forth for (a) filings pursuant to the HSR Act and (b) matters specifically described in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")this Agreement, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Articles articles of Incorporation incorporation, bylaws or the Bylaws other organizational documents of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, or (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule, rule or regulation applicable to Buyer Buyer, any of its Subsidiaries or any of its their properties or assetsassets or (iv) require on the part of Buyer any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (ii), (iii) or (iv) for such violations, breachesbreaches or defaults which, or defaults that filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not, individually or in the aggregate, not have a material adverse effect on BuyerBuyer Material Adverse Effect and would not materially adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, Section 3.4 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Company Disclosure Schedule, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation performance by Buyer the Company of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or the Bylaws of Buyer, the Company or of any Subsidiary; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, or result in the creation of any Lien under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, agreement, lease or other agreement or similar instrument or obligation to which Buyer the Company or any of its Subsidiaries is a party or by which Buyer any of them or its properties or any of their assets may be boundbound (provided that the Company makes no representation as to any contract with any federal, state or local government or agency thereof) or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable of any governmental agency or authority or court to Buyer which the Company or any of its properties or assetsSubsidiaries is subject, except in excluding from the case of foregoing clauses (ii) and (iii) or (iv) for violationssuch requirements, defaults, breaches, rights or defaults violations (A) that would notnot singularly, individually or in the aggregate, have a Material Adverse Effect and would not have a material adverse effect on Buyerthe ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of (1) the business or activities in which Buyer or Merger Subsidiary or any of their affiliates is or proposes to be engaged, or (2) any acts or omissions by, or facts pertaining to, Buyer or Merger Subsidiary.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required underunder federal and/or state securities laws, and other applicable requirements ofstock exchange regulations and, the Securities Act if applicable, none of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor HTDS, the consummation by Buyer HTDS of the transactions contemplated hereby nor or compliance by Buyer HTDS with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or the Bylaws by-laws of BuyerHTDS, (iib) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyerentity, (iiic) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer HTDS or any of its material subsidiaries is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer HTDS, any of its material subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing Sections (iiib), (c) or and (ivd) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on BuyerMindUp Bioresearch's ability to consummate the transactions.

Consents and Approvals; No Violations. Except as Assuming the truth and accuracy of the representations and warranties of JEA set forth in Schedule 4.3Subsection 9.1(C), no filing with or notice to, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements no consent or approval of, any Governmental Authority is required on the Securities Act part of 1933Service Provider for the execution, delivery and performance by Service Provider of this Agreement or the‌ consummation by Service Provider of the transactions contemplated hereby, except: (1) those as amended a result of any facts or circumstances relating to JEA or any of its Affiliates or their respective businesses, or (2) any permit, declaration, filing, authorization, registration, consent or approval, the "Securities Act"failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. Assuming compliance with the items described in clause (1) or of the Securities Exchange Act of 1934, as amended (the "Exchange Act")preceding sentence, neither the execution, delivery, delivery or performance by Service Provider of this Agreement by Buyer Agreement, nor the consummation by Buyer Service Provider of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (ia) conflict with or result in any breach or violation of any provision of the Articles of Incorporation or the Bylaws of Buyer, (ii) require any filing withits organizational documents, or permit authorization(b) violate any Law applicable to its business, consentexcept, or approval in the case of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency clause (a "Governmental Entity"b), except where the failure to obtain such permitsfor breaches, authorizationsviolations, consents defaults, Encumbrances or approvals or to make such filings would not have a material adverse effect on Buyer, (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 rights of termination, amendment, cancellation, 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 Buyer is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or any of its properties or assets, except in the case of (iii) or (iv) for violations, breaches, or defaults acceleration that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Buyereffect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3Subject to the receipt of the requisite approval of the Transaction Proposals by the Modern Media Stockholders, the filing of the Modern Media Certificate of Merger, the filing of any Modern Media Report, the filing and effectiveness of the Registration Statement, NASDAQ approval, and except for filings, permits, authorizations, consentsthe applicable requirements of applicable Anti-Trust and Competition Laws, and approvals as may be required under, assuming the truth and other applicable requirements of, accuracy of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Company’s representations and warranties contained in Section 3.6, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer Agreement, any Ancillary Agreement, nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof Transactions, will (ia) conflict with or result in any material breach of any provision of the Articles Organizational Documents of Incorporation or the Bylaws of BuyerModern Media, (iib) require any filing with, or permit authorization, consent, the obtaining of any material consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiic) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureother evidence of Indebtedness, leaseguarantee, license, contract, agreement, lease or other instrument Contract or obligation to which Buyer Modern Media is a party or by which Buyer Modern Media or its properties or any of their respective assets may be bound, (d) result in the creation of any Lien upon any of the properties or assets of Modern Media, (ive) except for violation which would not prevent or materially delay the consummation of the Transactions, violate in any ordermaterial respect any Law, writ, injunction, decree, statute, ruleOrder, or regulation Lien applicable to Buyer or any of its properties or assetsModern Media, except in excluding from the case of foregoing clauses (iiib), (c) or and (iv) for violationse), breachessuch requirements, violations or defaults that which would notnot have or not reasonably be expected to be material to Modern Media, individually or in the aggregate, have taken as a material adverse effect on Buyerwhole.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other the applicable requirements of, of the Securities Act of 1933, as amended (the "Securities HSR Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation by Buyer Purchaser of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (ia) violate, conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or the Bylaws By-laws of BuyerPurchaser, (iib) require any filing by the Purchaser with, or permit the obtaining by the Purchaser of, any permit, license, authorization, consentdeclaration, application, transfer, consent or approval of, any Governmental Authority, other than filings required as a result of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyerchange in control of the Company, (iiic) violate, conflict with or result in a violation default (or breach ofany event that, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) acceleration under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, leaseguarantee, license, contract, agreement, lease or other contract or instrument or obligation to which Buyer Purchaser is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer Purchaser or any of its properties or assets, may be bound except in the case of (iii) or (iv) for such violations, breachesconflicts, defaults or defaults that rights of termination, cancellation or acceleration as would not, individually or in the aggregate, have a Material Adverse Effect, (d) result in the creation or imposition of any material adverse effect on BuyerEncumbrance upon the assets of the Purchaser other than Permitted Encumbrances, or (e) violate any law, order, injunction, decree, statute, rule or regulation of any Governmental Authority applicable to Purchaser in any material respect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither Neither the execution, delivery, delivery or performance of this Agreement by Buyer Newsweb and Newsweb Sub nor the consummation by Buyer of Newsweb and Newsweb Sub of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) will: conflict with or result in any breach of any provision of the Articles respective certificate of Incorporation incorporation or the Bylaws declaration of Buyertrust or bylaws of Newsweb and Newsweb Sub, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency entity (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby); (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any noteloan or credit agreement, notice, bond, mortgage, indenture, leasepermit, concession, franchise, license, lease, contract, agreement, agreement or other instrument or obligation to which Buyer Newsweb or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Newsweb, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iii) or and (iv) for violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyerbe reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except if applicable, state securities or blue sky laws, and, as set forth in Schedule 4.3applicable, filing and recordation of Articles of Merger under the FBCA, no filing with, and except for filingsno permit, permitsauthorization, authorizationsconsent, consents, and approvals as may be required under, and other applicable requirements or approval of, any public body or authority is necessary for the Securities Act consummation by AUG and Acquisition Sub of 1933, as amended (the "Securities Act") or transactions contemplated by this Agreement. Neither the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer AUG and Acquisition Sub, nor the consummation by Buyer them of the transactions contemplated hereby hereby, nor compliance by Buyer AUG and Acquisition Sub with any of the provisions hereof will hereof, shall (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of BuyerAUG or Acquisition Sub, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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 fight 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 Buyer AUG or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (ivc) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer AUG, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) or and (ivc) for violations, breaches, or defaults that would not, individually or in the aggregate, not have a material adverse effect on BuyerMaterial Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals the Consents as may ------------------------------------ be required underunder the HSR Act and the filing of the Certificate of Merger as required by the DGCL, and other applicable requirements of, the Securities Act none of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor CDA, or the consummation by Buyer CDA of any of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles Organizational Documents of Incorporation or the Bylaws of BuyerCDA, (ii) require any filing with, or permit authorization, consent, or approval Consent of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) require any Consent of any other Person (including consents from parties to loans, Contracts, leases and other agreements to which AV, Digital or any affiliate of AV is a party), (iv) or result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its properties or assets may be boundContract, or (ivv) violate any orderLaw, writ, injunction, decree, statute, rule, Order or regulation Permit applicable to Buyer CDA or any of its their properties or assets, except in excluding from the case of foregoing clauses (iii) or ), (iv) for and (v) such absences of consents, violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyeran AV Material Adverse Effect or adversely affect CDA's ability to consummate the Transaction.

Consents and Approvals; No Violations. Except as set forth in on Schedule 4.3, 3.3 and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange HSR Act"), neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or by-laws of any of the Bylaws of Buyer, Sellers; (iib) require any filing with, or permit the obtaining of any permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority authority; (c) violate, conflict with or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) acceleration under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, leaseguarantee, license, agreement, lease or other contract, agreement, or other instrument or obligation to which Buyer any of the Sellers is a party or by which Buyer any of the Sellers or its properties or any of their respective assets may be bound, ; or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to any of the Sellers, excluding from the foregoing clauses (b), (c) and (d) such requirements, violations, conflicts, defaults or rights (i) which would not have Seller Material Adverse Effect and would not adversely affect the ability of any of the Sellers to consummate the transactions contemplated by this Agreement, or (ii) 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 acts or omissions by, or the status of or any of its properties or assetsfacts pertaining to, except in the case of (iii) or (iv) for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect on Buyer.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act and state securities or blue sky laws, none of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor Purchaser, the consummation by Buyer Purchaser of the transactions contemplated hereby nor Transactions or compliance by Buyer Purchaser with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or the Bylaws by-laws of BuyerPurchaser, (iib) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiic) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Purchaser or any of its Subsidiaries is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Purchaser, any of its Subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (iiib), (c) or and (ivd) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyerthe ability of Purchaser to consummate the Transactions or which arise from the regulatory status of Seller.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3for (a) the applicable requirements of the HSR Act, (b) the requirements of the Exchange Act relating to the Proxy Statement and except for filings, permits, authorizations, consents, and approvals as may be required under, (c) the filing of articles of merger and other applicable requirements ofappropriate merger documents, if any, as required by the laws of the State of Wisconsin, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor and the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof hereby, will not: (i) conflict with or result in any breach of violate any provision of the Articles or Certificate of Incorporation or the Bylaws By-Laws (or other comparable governing documents) of Buyer, Parent or Sub; (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Parent or Sub or by which any of their respective properties or assets may be bound; (iii) require any filing withwith or permit, consent or approval of, or permit authorization, consent, or approval the giving of any courtnotice to, arbitral tribunalany public, administrative agency or commission, or other governmental or other regulatory authority body or agency authority; or (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiiiv) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractfranchise, agreementpermit, agreement or other instrument or obligation to which Buyer Parent or Sub is a party party, or by which Buyer either of them or its any of their respec- tive properties or assets may be bound, or excluding from the foregoing clauses (ii), (iii) and (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or any of its properties or assets, except in the case of (iii) or (iv) for violations, breachesbreaches and defaults which, or defaults that would notand filings, individually or notices, permits, consents and approvals the absence of which, in the aggregate, would not have a material adverse effect Material Adverse Effect on BuyerParent and its subsidiaries taken as a whole and would not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 4.3 of the Parent Disclosure Schedule 4.3, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act, the HSR Act, state securities or state ")Blue Sky" laws and the MGL, neither none of the execution, delivery, delivery or performance of this Agreement by Buyer nor Parent or Acquisition Sub, the consummation by Buyer Parent or Acquisition Sub of the transactions contemplated hereby nor Transactions or compliance by Buyer Parent or Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles respective articles of Incorporation organization or the Bylaws bylaws of BuyerParent or Acquisition Sub, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency state or commission, federal government or other governmental or other regulatory authority or agency by any United States or state court of competent jurisdiction (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the material terms, conditions, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Parent or Acquisition Sub is a party or by which Buyer either of them or its any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Parent, Acquisition Sub or any of its their properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) or and (iv) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on BuyerParent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither Neither the execution, delivery, delivery or performance of this Agreement by Buyer Cityfront and Cityfront Sub nor the consummation by Buyer of Cityfront and Cityfront Sub of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) will: conflict with or result in any breach of any provision of the Articles respective certificate of Incorporation incorporation or the Bylaws declaration of Buyertrust or bylaws of Cityfront and Cityfront Sub, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency entity (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby); (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any noteloan or credit agreement, notice, bond, mortgage, indenture, leasepermit, concession, franchise, license, lease, contract, agreement, agreement or other instrument or obligation to which Buyer Cityfront or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Cityfront, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iii) or and (iv) for violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyerbe reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, The execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance delivery of this Agreement by Buyer nor Parent and Purchaser do not, and the performance by Parent and Purchaser of this Agreement and the consummation by Buyer Parent and Purchaser of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof Transactions will not, (ia) conflict with or result in any breach of violate any provision of the Articles certificate of Incorporation incorporation or the Bylaws bylaws (or other equivalent organizational documents) of BuyerParent or Purchaser, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, 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 Contract to which Buyer is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer Parent or any of its properties Subsidiaries is a party, (c) violate any Law applicable to Parent, any of its Subsidiaries or assetsany of their respective assets or (d) other than in connection with or compliance with applicable requirements of (i) the DGCL, except (ii) the Antitrust Laws, (iii) Securities Exchange Rules, (iv) the Exchange Act and (v) applicable state securities Laws, require Parent or Purchaser to make any filing or registration with or notification to, or require Parent or Purchaser to obtain any authorization, consent or approval of, any Governmental Authority, labor union, works council or other labor organization; except, in the case of clauses (iiib), (c) or and (iv) d), for such violations, breaches, breaches or defaults that would not, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to be made or obtained would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on BuyerParent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth for (a) filings pursuant to the HSR Act and (b) matters specifically described in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")this Agreement, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Articles articles of Incorporation incorporation, bylaws or the Bylaws other organizational documents of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument instru ment or obligation to which Buyer or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, or (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule, rule or regulation applicable to Buyer Buyer, any of its Subsidiaries or any of its their properties or assetsassets or (iv) require on the part of Buyer any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (ii), (iii) or (iv) for such violations, breachesbreaches or defaults which, or defaults that filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not, individually or in the aggregate, not have a material adverse effect on BuyerBuyer Material Adverse Effect and would not materially adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 3.3 of the Purchaser Disclosure Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other (a) filings pursuant to the HSR Act (b) applicable requirements of, under federal and state securities laws; (c) approvals of the Securities Act of 1933, FCC and the PUCs and (d) as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")described in this Agreement, neither the execution, delivery, delivery or performance of this Agreement by Buyer Purchaser nor the consummation by Buyer Purchaser of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Articles articles of Incorporation incorporation or the Bylaws by-laws of Buyer, Purchaser; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Purchaser or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, or ; (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule, rule or regulation applicable to Buyer Purchaser, any of its Subsidiaries or any of its their properties or assetsassets or (iv) require on the part of Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (ii), (iii) or (iv) for such violations, breachesbreaches or defaults which, or defaults that filings, registrations, notifications, authorizations, consents or approvals, the failure of which to obtain would not, individually or in the aggregate, not have a material adverse effect on Buyer.Purchaser Material Adverse Effect. SECTION 3.4

Consents and Approvals; No Violations. Except as Assuming the Governmental Approvals set forth in Schedule 4.3on Section 2.03 of the Seller Disclosure Letter have been obtained, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or delivery and performance of this Agreement and the Ancillary Agreements by Buyer nor Seller and, if applicable, its Affiliates, and the consummation by Buyer Seller and, if applicable, its Affiliates of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof and thereby do not and will not: (i) violate or conflict with or result in any breach of any provision of the Articles their respective certificates or articles of Incorporation incorporation, bylaws or code of regulations (or the Bylaws of Buyer, comparable governing documents); (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Affiliates or by which any of their respective Assets or assets that will be Conveyed to Acquiror are bound; (iii) require any filing withConsent, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or under, give rise to any right of termination, amendment, cancellationcancellation or acceleration of, or acceleration) result in an increase of any obligation or the loss of a benefit under, any Contract or Permit used or held for use in the Joy Business or Cream Suds Business to Seller or any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer its Affiliates is a party or by which Buyer any of their respective Assets are bound or its properties or assets may be bound, subject; or (ivv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer result in the creation or any imposition of its properties any Security Interest upon any Acquired Asset or assetsany other Asset related to the Joy Business or the Cream Suds Business, except excluding in the case of clauses (iiii), (ii) or and (iv) for ), such conflicts and violations, breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults that losses which would notnot reasonably be expected, individually or in the aggregate, have a to be material adverse effect on Buyerto the Joy Business or the Cream Suds Business.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other Other than (i) any applicable requirements of, filing under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities “HSR Act"”) and any applicable foreign antitrust or the Securities Exchange Act of 1934, as amended competition laws (the "Exchange Act"“Foreign Antitrust Laws”), neither and the expiration or termination of the applicable waiting periods thereunder, (ii) the consent required to be obtained by 7820429 pursuant to the Xxxxxx Xxxxxx Island Lands Protection Act, and (iii) as set forth in Section 4.4 of the Disclosure Schedule, the execution, delivery, or delivery and performance of this Agreement by Buyer nor the consummation by Buyer each of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof Purchase Agreements does not and will not (ia) conflict with or result in any breach of any provision of the Articles articles of Incorporation or the Bylaws of Buyerincorporation, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, bylaws or other governmental similar governing documents of the Company or other regulatory authority or agency any of its Subsidiaries; (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, acceleration or accelerationthe loss of a benefit) under, or require any of notice or consent under or result in the terms, conditions, or provisions creation of any noteEncumbrance, bondunder any Material Contract, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its properties or assets may be bound, or (ivc) violate or conflict with any order, writ, injunction, decree, statute, rule, or regulation Laws applicable to Buyer the Company or any of its Subsidiaries or any of their respective properties or assets, except or (d) require any notice to, filing with, or the obtaining of any permit, authorization, consent or approval of or any action by, any Governmental Entity, except, in the case of clauses (iiib), (c) or and (iv) for violationsd), breaches, or defaults that as would not, individually or in the aggregate, have a reasonably be expected to be material and adverse effect on Buyerto the Company or any of its Subsidiaries.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3for (a) filings under Section 2.3 and (b) filings under the HSR Act, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or delivery and performance by Parent and Merger Sub of this Agreement by Buyer nor and the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof Related Agreements to which it is or will be a party, will not (i) violate or conflict with or result in any breach material respect any Law or order of any provision of the Articles of Incorporation Governmental Authority applicable to Parent or the Bylaws of Buyer, Merger Sub; (ii) require any filing or registration by Parent or Merger Sub with, or permit authorizationconsent or approval with respect to Parent or Merger Sub of, consentany Governmental Authority; (iii) violate, conflict with, result in a breach of or constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or approval impair Parent’s or Merger Sub’s rights or alter the rights or obligations of any court, arbitral tribunal, administrative agency or commissionparty under, or other governmental give to others any rights of termination, amendment, alteration, acceleration or other regulatory authority cancellation of, or agency (result in the creation of a "Governmental Entity")Lien on any of the properties, rights or assets 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, rights or assets is bound or affected, except where the failure to obtain such permitsbreach, authorizationsconflict, consents violation or approvals or to make such filings default, would not reasonably be expected to have a material adverse effect on BuyerParent or Merger Sub or materially hinder, (iii) result in a violation impair or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, any delay the consummation of the terms, conditions, transactions contemplated by this Agreement or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its properties or assets may be bound, the Related Agreements; or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer conflict with the certificate of incorporation or any by-laws of its properties Parent or assets, except in the case of (iii) or (iv) for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect on BuyerMerger Sub.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, The execution and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance delivery of this Agreement by Buyer nor does not, and the execution and delivery of the Ancillary Agreements will not, and the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of this Agreement and the provisions hereof Ancillary Agreements will not (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws organizational documents of Buyer, (iib) except as set forth in SCHEDULE 4.2 and for applicable requirements of the HSR Act, require any filing with, or permit the obtaining of any permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyerthird party, (iiic) violate, conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) acceleration under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, leaseguarantee, license, agreement, lease or other 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 boundbound or under which Buyer receives any benefit, whether or not Buyer is a party thereto, or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to any Buyer, excluding from the foregoing clause (c) such requirements, violations, conflicts, defaults or rights which would not reasonably be expected to adversely affect or restrict the ability Buyer to consummate the transactions contemplated by this Agreement or any of its properties or assets, except in the case of Ancillary Agreement (iii) or (iv) for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect on Buyer"BUYER MATERIAL ADVERSE EFFECT").

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, Section 4.2 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Buyer Disclosure Schedule, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer nor the consummation performance by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or the Bylaws bylaws (or similar organizational documents) of Buyer, ; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, agreement, lease or other agreement or similar instrument or obligation relating to the business of Buyer or to which Buyer is a party or by which Buyer or its properties any of the assets used or assets held for use by Buyer may be bound, bound or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable of any Governmental Authority to which Buyer or any of its properties or assetsis subject, except in excluding from the case of foregoing clauses (ii) and (iii) or (iv) for violationssuch requirements, defaults, breaches, rights or defaults violations that would not, individually or not in the aggregate, aggregate have a material adverse effect on BuyerBuyer and its subsidiaries, taken as a whole, or that would not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the HSR Act and any comparable foreign antitrust laws, if applicable, and state securities or blue sky laws, none of the execution, delivery, delivery or performance of this Agreement by Buyer nor Seller, the consummation by Buyer Seller of the transactions contemplated hereby nor Transactions or compliance by Buyer Seller with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles charter or by-laws of Incorporation Seller or the Bylaws of BuyerCompany, (iib) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiic) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Seller is a party or by to which Buyer or its properties or assets may be boundare subject (excluding, for the avoidance of doubt, the Company and all assets of the Company), or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Seller or any of its properties or assetsto the Company, except in excluding from the case of foregoing clauses (iiib), (c) or and (ivd) for such violations, breaches, breaches or defaults that which (A) would not, individually or in the aggregate, have a material adverse effect on BuyerSeller’s ability to consummate the Transactions or (B) would become applicable as a result of the business or activities in which Purchaser is or proposes to be engaged or as a result of any acts or omissions by Purchaser.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and the filing and recordation of the Certificate of Merger as required by the Delaware General Corporation Law (the "DGCL"), no filing with, ---- and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the consummation by RTO of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have an RTO Material Adverse Effect. Neither the execution and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance delivery of this Agreement by Buyer RTO, nor the consummation by Buyer RTO of the transactions contemplated hereby hereby, nor compliance by Buyer RTO with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the Articles Certificate of Incorporation or By-Laws of RTO or any of the Bylaws of BuyerRTO Subsidiaries, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer RTO or any of the RTO Subsidiaries is a party Party or by which Buyer any of them or its any of their properties or assets may be bound, or (ivc) violate any orderother, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer RTO, any of the RTO Subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) or and (ivc) for violations, breaches, breaches or defaults that which would not, not individually or in the aggregate, aggregate have a material adverse effect on Buyeran RTO Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3Section 3.6 of the MM Disclosure Schedule, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of 1933the NASD, and the filing and recordation of the Merger Certificate as amended (required by the "Securities Act") 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 MM of this Agreement or the Securities Exchange Act consummation by MM of 1934the transactions contemplated hereby, as amended (except where the "Exchange Act")failure to obtain such permits, neither authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on MM. Neither the execution, delivery, or delivery and performance of this Agreement by Buyer MM nor the consummation by Buyer MM of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles respective Certificate of Incorporation or the Bylaws (or similar governing documents) of BuyerMM or any of MM's subsidiaries, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer MM or any of MM's subsidiaries is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule, rule or regulation applicable to Buyer MM or any of its MM's subsidiaries or any of their respective properties or assets, except in the case of (iiiii) or (iviii) for violations, breaches, breaches or defaults that which would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on BuyerMM.

Consents and Approvals; No Violations. Except as set ------------------------------------- forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, Section 3.3 of the Securities Act of 1933, as amended disclosure schedule being delivered by the Buyer to the Seller concurrently herewith (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange ActBuyer Disclosure Schedule"), neither the execution, delivery, or performance execution and delivery of this Agreement by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or by- laws of the Bylaws of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, cancellation or acceleration) under, or require any of the termsconsent under, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which the Buyer or any of its subsidiaries is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, or (ivc) violate any order, writ, injunction, decree, statute, rule, decree or regulation Laws applicable to Buyer the Buyer, any of its subsidiaries or any of its their respective properties or assets, or (d) except for applicable requirements of the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except in the case of clauses (iiib), (c) or and (ivd) of this Section 3.3 for any such violations, breaches, defaults, rights of termination, cancellation or defaults that would notacceleration or requirements that, individually or in the aggregate, would not have a material adverse effect on BuyerBuyer Material Adverse Effect (as hereinafter defined).

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the ------------------------------------- filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities Act") or the Securities Exchange Act none of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement or the Ancillary Agreements by Buyer nor Buyer, the consummation by Buyer of the transactions contemplated hereby nor Transactions or compliance by Buyer with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or the Bylaws By-Laws of Buyer, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, arrangement or other instrument or obligation understanding to which Buyer is a party party, as applicable, or by which Buyer or any of its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Buyer, or any of its Subsidiaries or any of their respective properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) or and (iv) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyerthe ability of Buyer to consummate the Transactions.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for ------------------------------------- filings, permits, authorizations, consentsdeterminations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933H-S-R Act, as amended (the "Securities Act") or Exon-Xxxxxx Provisions and the Securities Exchange Act of 1934, as amended (the "Exchange Act")NISPOM, neither the execution, delivery, or performance execution and delivery of this Agreement by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or by-laws of the Bylaws of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, cancellation or acceleration) under, or require any of the termsconsent under, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which the Buyer or any of its subsidiaries is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, or (ivc) violate any order, writ, injunction, decreedecree or Laws applicable to the Buyer, statuteany of its subsidiaries or any of their respective properties or assets, rule(d) require any filing with, or regulation applicable to the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority, domestic or foreign, or (e) result in the imposition of a Lien on the Buyer or any of its properties or assets, assets except in the case of clauses (iiib), (c), (d) or and (ive) of this Section 3.3 for any ------ such violations, breaches, defaults rights of termination, cancellation or defaults that would notacceleration or requirements which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on BuyerBuyer Material Adverse Effect.

Consents and Approvals; No Violations. Except as ------------------------------------- contemplated by this Agreement, and except for "blue sky" laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or governmental authority, domestic or foreign, is necessary for the consummation by NetSelect of the transactions contemplated by this Agreement. Except as set forth in on Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, 5.4 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")NetSelect Disclosure Schedule, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer NetSelect nor the consummation by Buyer NetSelect of the transactions contemplated hereby nor compliance by Buyer NetSelect with any of the provisions hereof hereof, will (i) conflict with or result in any breach of any provision of the Articles NetSelect Certificate of Incorporation or the Bylaws of Buyer, NetSelect By-laws; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, or require any consent 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 Buyer NetSelect is a party or by which Buyer it or its properties or assets may be bound, except for violations, breaches and defaults which in the aggregate would not have a Material Adverse Effect on NetSelect; or (iviii) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer or any of its properties or assetsNetSelect, except for violations of statutes, rules and regulations which in the case of (iii) or (iv) for violations, breaches, or defaults that aggregate would not, individually or in the aggregate, not have a material adverse effect on BuyerMaterial Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act and state securities or blue sky laws, none of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor Seller, the consummation by Buyer Seller of the transactions contemplated hereby nor Transactions or compliance by Buyer Seller with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles articles of Incorporation association or the Bylaws similar organizational documents of BuyerSeller , (iib) require any filing with, or permit permit, authorization, consent or approval of, any Governmental Entity or other Person (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which Seller is a party), (c) require any consent, approval or approval of any court, arbitral tribunal, administrative agency or commissionnotice under, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation material agreement relating to the Division to which Buyer the Seller is a party or by which Buyer or its properties or assets may be the Assets are bound, or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Seller or any of its properties or assetsthe Assets, except in excluding from the case of foregoing clauses (iiib), (c) or and (ivd) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Buyerthe Division, taken as a whole.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act, the HSR Act, any applicable ")Blue Sky" laws and the Minnesota Law, neither the execution, delivery, delivery or performance of this Agreement by Buyer Parent and Merger Sub nor the consummation by Buyer Parent and Merger Sub of the transactions contemplated hereby nor compliance by Buyer Parent and Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of BuyerParent and Merger Sub, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) or require any authorization, consent or approval under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Parent or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer Parent, any of its Subsidiaries or any of its their properties or assets, except in the case of (ii) and (iii) or (iv) for violations, breaches, breaches or defaults that which would not, and except for failures to obtain such permits, authorizations, consents or approvals or to make such filings which would not, individually or in the aggregate, have a material adverse effect on BuyerMaterial Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the The execution, delivery, or delivery and performance by Parent and the Merger Sub of this Agreement by Buyer nor and the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof Transactions will not (i) conflict with or result violate, in any breach material respect, any Law or Order applicable to Parent or any of its Subsidiaries or by which any provision of the Articles of Incorporation their respective properties or the Bylaws of Buyer, assets are bound or affected; (ii) require any notification to or filing or registration by Parent or any of its Subsidiaries with, or permit authorization, consent, consent or approval with respect to Parent or any of any court, arbitral tribunal, administrative agency or commissionits Subsidiaries of, or other governmental or other regulatory authority or agency (a "action by, any Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, Authority; (iii) result in violate or conflict with any provision of the Organizational Documents of Parent or Parent’s Subsidiaries; and (iv) require any consent of or other action by any Person under, constitute a violation default or breach ofan event that, or constitute (with or without due notice or lapse of time or both) , would constitute a default (under, or give rise to cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of termination, amendment, cancellation, or acceleration) any benefit under, any of the terms, conditions, or provisions provision of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Contract to which Buyer Parent or a Merger Sub is a party or by which Buyer Parent or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer a Merger Sub or any of its their assets or properties is bound or assetsany Permit affecting the assets or business of Parent or a Merger Sub, except except, in the case of clauses (iiiii) or and (iv), (A) for violations, breaches, or defaults that would not, individually in connection with or in compliance with the aggregateTransaction Approvals, stockholder and/or board approvals of Parent and Merger Sub and the filing with the SEC of the Proxy Statement and (B) as would not have, and would not be reasonably expected to have a material adverse effect on BuyerParent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3Exhibit 3.6, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933JSEL, as amended (the "Securities Act") JCC, or the Securities Exchange Act laws of 1934, as amended (the "Exchange Act")other jurisdictions in which Fusion is qualified to do or is doing business, neither the execution, delivery, or performance of this Agreement by Buyer Fusion, nor the consummation by Buyer Fusion of the transactions contemplated hereby by this Agreement, nor compliance by Buyer Fusion with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or the Bylaws bylaws of BuyerFusion or of any of its Subsidiaries, (iib) require any filing with, or permit authorization, consent, permit, or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency whether in Japan, the United States or elsewhere (a "Governmental Entity"), except where the failure to obtain such authorizations, consents, permits, authorizations, consents or approvals or to make such filings filings, would not have a material adverse effect Material Adverse Effect on BuyerFusion and its Subsidiaries taken as a whole, (iiic) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer Fusion or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer Fusion, any of its Subsidiaries, or any of its their properties or assets, except in the case of as they relate to (iiic) or (iv) d), for violations, breaches, or defaults that would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on BuyerFusion and its Subsidiaries taken as a whole. The consummation of the Acquisition will not require the consent of any third party except where the failure to obtain such consent would not have a Material Adverse Effect, either individually or in the aggregate, upon Fusion and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents, and consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as may be required under, and other applicable requirements of, set forth in Section 4.5 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Company Disclosure Schedule, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer the Company, nor the consummation by Buyer the Company of the transactions contemplated hereby hereby, nor compliance by Buyer the Company with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the Articles certificate of Incorporation incorporation or by-laws of the Company or the Bylaws certificate of Buyer, (ii) require any filing with, incorporation or permit authorization, consent, or approval by-laws of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency of the Company's subsidiaries; (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation material (as defined for purposes of Form 10-K) Contract to which Buyer the Company or any of the Company's subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, ; or (ivc) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer the Company, any of the Company's subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) or and (ivc) for violations, breaches, breaches or defaults that which would not, not individually or in the aggregate, aggregate have a material adverse effect on Buyer.Company Material Adverse Effect. Section 4.6

Consents and Approvals; No Violations. Except for filings pursuant to the HSR Act and as described in this Agreement or as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, on Section 3.3 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Disclosure Schedule, neither the execution, delivery, delivery or performance of this Agreement or the Ancillary Agreements by Buyer Purchaser nor the consummation by Buyer Purchaser of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof or thereby will (ia) conflict with or result in any breach of violate any provision of the Articles articles of Incorporation incorporation or the Bylaws by-laws of Buyer, Purchaser; (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Purchaser or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, or ; (ivc) violate any order, writ, injunction, decree, statute, rule, or regulation Law applicable to Buyer Purchaser, any of its subsidiaries or any of its their properties or assetsassets or (d) require on the part of Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (iiib), (c) or (ivd) for such violations, breachesbreaches or defaults that, or defaults that filings, registrations, notifications, authorizations, consents or approvals, the failure of which to obtain would notnot reasonably be expected to hinder, individually impair or in delay Purchaser's ability to consummate the aggregate, have a material adverse effect on Buyertransactions contemplated by this Agreement.

Consents and Approvals; No Violations. (i) Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required underby the Exchange Act or the HSR Act, no filing with, and other applicable requirements no permit, authorization, consent or approval of, any governmental entity is necessary for the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance execution of this Agreement by Buyer nor such Shareholder and the consummation by Buyer such Shareholder of the transactions contemplated hereby nor and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by Buyer such Shareholder with any of the provisions hereof will shall (iA) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of Buyerapplicable documents to which such Shareholder is a party, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiiB) 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 third party right of termination, amendment, cancellation, amendment or acceleration) under, under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreementcommitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Buyer such Shareholder is a party or by which Buyer such Shareholder or its any of such Shareholder's properties or assets may be bound, or (ivC) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Buyer such Shareholder or any of its such Shareholder's properties or assets, except in each case where such absence of filing or authorization, conflict, violation, breach or default would not materially impair the case ability of (iii) or (iv) for violations, breaches, or defaults that would not, individually or in such Shareholder to consummate the aggregate, have a material adverse effect on Buyertransactions contemplated hereby.

Consents and Approvals; No Violations. Except for any approvals or submissions required under the HSR Act or as set forth otherwise described in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")this Agreement, neither the execution, delivery, delivery or performance of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Articles of Incorporation or the Bylaws By-Laws of Buyer, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which Buyer any of them or any of their properties or assets may be bound, (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Buyer, any of its Subsidiaries or by which any of their properties or assets may be bound, or (iv) violate require on the part of Buyer any orderfiling or registration with, writ, injunction, decree, statute, rulenotification to, or regulation applicable to Buyer authorization, consent or approval of, any of its properties or assets, Governmental Entity; except in the case of clauses (ii), (iii) or (iv) for iv)-for such violations, breachesbreaches or defaults which, or defaults that filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not, individually or in not materially adversely affect the aggregate, have a material adverse effect on Buyerability of Buyer to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in on Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")5.3, neither the executionexecution and delivery by the Purchaser or the other documents and instruments to be executed and delivered by the Purchaser, delivery, or performance of this Agreement by Buyer nor the consummation by Buyer the Purchaser of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the Articles certificate of Incorporation incorporation or bylaws of the Bylaws of BuyerPurchaser, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any material note, bond, mortgage, indenture, leaseguarantee, other evidence of indebtedness, license, lease, contract, agreement, agreement or other instrument or obligation to which Buyer the Purchaser is a party or by which Buyer any of them or its properties or any of their assets may be bound, (iii) require any authorization, consent or approval by, filing with or notice to any Governmental Entity, except for (A) the requirements of any Competition Law applicable to the transactions contemplated hereby and (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to perform its obligations hereunder or any of the other transactions contemplated hereby, or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer the Purchaser or any of its properties or assets, except in the case of clauses (iiiii) or through (iv) for violations, breaches, breaches or defaults that which would not, individually not (x) impair the ability of the Purchaser to perform its obligations hereunder or in (y) delay the aggregate, have a material adverse effect on Buyerconsummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3The execution and delivery by WFHC of this Agreement, the performance by WFHC of its obligations under this Agreement, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or performance of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will not (i) conflict with or result in violate or breach any breach of any provision of the Articles terms, conditions or provisions of Incorporation the certificate of incorporation, by-laws or the Bylaws other organizational document of Buyer, WFHC or (ii) require any filing with, conflict with or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both) , would constitute a default (breach or give rise to any right of termination, amendment, cancellation, or accelerationdefault) under, any or result in the termination of, or accelerate the performance required by, or cause the acceleration of the terms, conditions, or provisions maturity of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument debt or obligation pursuant to, any Contract to which Buyer WFHC is a party or by which Buyer or its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer WFHC or any of its properties or assetsassets are bound, except except, in the case of (iii) or (iv) each case, for violations, breaches, breaches or defaults that which would not, individually or in the aggregate, not have a material adverse effect on BuyerMaterial Adverse Effect with respect to WFHC. No permit, consent, approval or registration, declaration or filings with, any Person is necessary for the execution and delivery of this Agreement by WFHC or the consummation by WFHC of the transactions contemplated by this Agreement, except (i) as contemplated by the Licensor Consents and the Collateral Release Agreement and (ii) for those permits, consents, approvals, registrations, declarations or filings which (A) may be required from or with Governmental Authorities with respect to the transfer of certain Product Registrations, the Transferred Regulatory Documentation and the Transferred Trademarks or (B) have been obtained or the failure to obtain would not result in a Material Adverse Effect with respect to WFHC.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required underunder federal and/or state securities laws, and other applicable requirements ofstock exchange regulations and, if applicable, the Securities HSR Act none of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor CMGI, the consummation by Buyer CMGI of the transactions contemplated hereby nor or compliance by Buyer CMGI with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or the Bylaws by- laws of BuyerCMGI, (iib) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyerentity, (iiic) 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, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer CMGI or any of its material subsidiaries is a party or by which Buyer any of them or its any of their respective properties or assets may be bound, or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer CMGI, any of its material subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (iiib), (c) or and (ivd) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on BuyerCMGI's ability to consummate the transactions.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required underexpressly contemplated by this Agreement, and other applicable requirements of, the Securities Act none of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor the Assignee, the consummation by Buyer the Assignee of any of the transactions contemplated hereby nor or compliance by Buyer the Assignee with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation, the by-laws or the Bylaws similar organizational documents of Buyersuch Assignee, (ii) require any filing with, or permit permit, authorization, consent, consent or approval of of, any court, arbitral tribunal, administrative agency or commission, governmental entity or other governmental or person (including consents from parties to loans, contracts, leases and other regulatory authority or agency (agreements to which the Assignee is a "Governmental Entity"party), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation agreement to which Buyer the Assignee is a party or by which Buyer or its properties or assets may be boundparty, or (iv) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer the Assignee or any of its properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) or and (iv) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyersuch Assignee or its ability to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933Act, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act, Nasdaq, the HSR Act and similar foreign competition laws, and filings under state securities or ")blue sky" laws, neither the execution, delivery, delivery or performance of this Agreement by Buyer nor Republic, the consummation by Buyer Republic of the transactions contemplated hereby nor and compliance by Buyer Republic with any of the provisions hereof will shall not (ia) conflict with or result in any breach of any provision of the Articles organizational documents of Incorporation or the Bylaws of BuyerRepublic, (iib) require any filing by Republic or any of its Subsidiaries with, or permit any permit, authorization, consent, consent or approval to be obtained by Republic or any of its Subsidiaries of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency Governmental Entity (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on BuyerRepublic Material Adverse Effect), (iiic) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Contract to which Buyer Republic or any of its Subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or affected or (ivd) violate any order, writ, injunction, decree, statute, ruleordinance, rule or regulation applicable to Buyer Republic or any of its properties or assetsSubsidiaries, except except, in the case of clause (iiic) or (iv) d), for violations, breaches, defaults, terminations, cancellations or defaults that accelerations which would not, individually or in the aggregate, not have a material adverse effect on BuyerRepublic Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the The execution, delivery, or delivery and performance by each of the Company and BRS Newco of this Agreement by Buyer nor and the Related Agreements to which it is a party, and the consummation by Buyer the Company and BRS Newco of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof and thereby, will not (ia) result in a violation of, conflict with or result in any breach of any provision provisions of the Articles certificate of Incorporation formation, limited liability company operating agreement, certificate of incorporation, bylaws or the Bylaws any other similar Organizational Documents of Buyerany Group Company, (iib) assuming compliance with the matters referred to in Section 3.4, violate any Law or Judgment of any Governmental Authority by which any Group Company is bound or to which any Outstanding Interests are subject, (c) require any filing with, or permit authorization, a consent, notice or approval of any courtunder, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default or result in any breach (or give rise to any right of termination, amendment, cancellation, payment or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Material Contract to which Buyer any Group Company is a party or by which Buyer any of the Issued Interests may be bound or its (d) result in the creation or imposition of any Encumbrances (other than Permitted Encumbrances and Encumbrances under the BRS Newco A&R LLC Agreement, the Company A&R LLC Agreement, and applicable securities laws) upon any of the Issued Interests or any properties or assets may be bound, or (iv) violate of any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or any of its properties or assetsGroup Company, except in the case of with respect to clauses (iiib), (c) or and (iv) for violationsd), breaches, or defaults that as would notnot reasonably be expected to be, individually or in the aggregate, have material to the Group Companies, taken as a material adverse effect on Buyerwhole.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements ofrequirements, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, the Nasdaq National Market, Nasdaq SmallCap Market or principal exchange on which its common stock is listed, state law relating to takeovers, if applicable, state securities or blue sky laws, and, as amended (applicable, filing and recordation of Articles of Merger under the "Exchange Act")FBCA and DGL, neither the executionno filing with, deliveryand no permit, authorization, consent, or performance approval of, any public body or authority is necessary for the consummation by MOD of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Buyer VDAT, nor the consummation by Buyer it of the transactions contemplated hereby hereby, nor compliance by Buyer VDAT with any of the provisions hereof will hereof, shall (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of BuyerVDAT, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) 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 fight 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 Buyer VDAT or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (ivc) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer VDAT, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) or and (ivc) for violations, breaches, or defaults that would not, individually or in the aggregate, not have a material adverse effect on BuyerMaterial Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3(a) Subject to the receipt of the Requisite Company Approval, the filing of the Parent Certificate of Merger, the First Company Certificate of Merger and the Second Company Certificate of Merger, the filing by the Company of this Agreement on Form 8-K, and except for filings, permits, authorizations, consentsthe applicable requirements of the HSR Act, and approvals as may be required under, assuming the truth and other applicable requirements of, accuracy of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")Parent Parties’ representations and warranties contained in Section 4.3, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer or any Ancillary Agreement nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with this Agreement or any of the provisions hereof Ancillary Agreement will (ia) conflict with or result in any material breach of any provision of the Articles Organizational Documents of Incorporation or the Bylaws of Buyerany Group Company, (iib) require any filing with, or permit authorization, consent, the obtaining of any material consent or approval of of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiic) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation, acceleration or accelerationloss of right) under, any of the terms, conditions, conditions or provisions of any noteCompany Material Contract, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or its (d) result in the creation of any Lien upon any of the properties or assets may be boundof any Group Company (other than Permitted Liens), or (ive) except for violations which would not prevent or materially delay the consummation of the transactions contemplated by this Agreement, violate in any ordermaterial respect any Law, writ, injunction, decree, statute, ruleOrder, or regulation Lien applicable to Buyer or any of its properties or assetsGroup Company, except in excluding from the case of foregoing clauses (iiib), (c) or and (iv) for violationse), breachessuch requirements, violations or defaults that which would notnot reasonably be expected to be material to the Group Companies, individually or in the aggregate, have taken as a material adverse effect on Buyerwhole.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3, and except for the filings, permits, authorizations, consents, consents and approvals as may be required underexpressly contemplated by this Agreement, and other applicable requirements of, the Securities Act none of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, delivery or performance of this Agreement by Buyer nor the Assignor, the consummation by Buyer the Assignor of any of the transactions contemplated hereby nor or compliance by Buyer the Assignor with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation, the by-laws or the Bylaws similar organizational documents of Buyersuch Assignor, (iib) require any filing with, or permit permit, authorization, consent or approval of, any governmental entity or other person (including consents from parties to loans, contracts, leases and other agreements to which such Assignor is a party), (c) require any consent, approval or approval of any court, arbitral tribunal, administrative agency or commissionnotice under, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation agreement to which Buyer such Assignor is a party or by which Buyer or its properties or assets may be boundparty, or (ivd) violate any order, writ, injunction, decree, statute, rule, rule or regulation applicable to Buyer such Assignor or any of its such Assignor’s properties or assets, except in excluding from the case of foregoing clauses (iiib), (c) or and (ivd) for such violations, breaches, breaches or defaults that which would not, individually or in the aggregate, have a material adverse effect on Buyersuch Assignor or its ability to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as otherwise provided in EXHIBIT 4.04 attached hereto and in the filing and recordation of the Certificate of Merger, as required by the Delaware General Corporation Law, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the consummation by Xxxxxx of the transactions contemplated by this Agreement. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")EXHIBIT 4.04, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer Xxxxxx nor the consummation by Buyer Xxxxxx of the transactions contemplated hereby nor compliance by Buyer Xxxxxx with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or the Bylaws bylaws of BuyerXxxxxx, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, agreement or other instrument or obligation to which Buyer Xxxxxx is a party or by which Buyer it or any of its properties or assets may be bound, or (iviii) violate any order, writ, injunction, decree, statute, ruletreaty, rule or regulation applicable to Buyer Xxxxxx or any of its properties or assets, except in the case of (iiiii) or (iviii) for violations, breaches, breaches or defaults that which would not, individually not cause an Xxxxxx Material Adverse Event and which will not prevent or in delay the aggregate, have a material adverse effect on Buyerconsummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Schedule 4.3disclosed on SCHEDULES 4.5 AND 4.6, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), neither the execution, delivery, or delivery and performance of this Agreement and the Fifth Restated Partnership Agreement, as applicable, by Buyer nor such New Partner and MPGC, if applicable and the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any (including the transfer of the provisions hereof Main Pass Agreements) and thereby will not, with or without the giving of notice or the lapse of time or both: (ia) conflict with violate or result in any a breach of or default under any provision of the Articles organizational documents of Incorporation such Person; (b) violate any Law or Order of any Governmental Authority applicable to such Person or by which any of such Person's properties or assets may be bound; (c) to the Bylaws knowledge of Buyersuch New Partner, (ii) require any filing by such New Partner or MPGC with, or permit authorizationrequire such Person to obtain any permit, consentconsent or approval of, or approval of require any courtnotice to, arbitral tribunal, administrative agency any Governmental Authority or commission, third Person; or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiid) result in a violation or breach by any such Person of, or constitute (with or without due notice or lapse of time or both) a default by such Person (or give rise to any right of termination, amendment, cancellation, payment or acceleration) under, under or result in the creation of any Encumbrance upon any of the terms, conditions, properties or provisions assets of such Person under any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation Contract to which Buyer such Person is a party party, or by which Buyer it or any of its properties or assets may be boundbound and except, or (iv) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or any of its properties or assets, except in the case of Sections 4.3(c) and (iii) or (iv) d), for such violations, permits, approvals, consents, breaches, or defaults that would notdefaults, individually or terminations, cancellations, payments, accelerations which in the aggregate, aggregate would not have a material adverse effect Material Adverse Effect on Buyerthe transactions contemplated hereby, MPGC or the Reconstituted Partnership.

Consents and Approvals; No Violations. Except filing and recordation of Articles of Merger under the FBCA, no filing with, and no permit, authorization, consent, or approval of, any public body or authority is necessary for the consummation by IBID of the transactions contemplated by this Agreement. Except as set forth in Schedule 4.3, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, Section 4.4 of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")IBID Schedule, neither the execution, delivery, or performance execution and delivery of this Agreement by Buyer IBID, nor the consummation by Buyer it of the transactions contemplated hereby hereby, nor compliance by Buyer IBID with any of the provisions hereof will hereof, shall (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or the Bylaws of BuyerIBID, (ii) require any filing with, or permit authorization, consent, or approval of any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (iiib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Buyer IBID or any of its subsidiaries is a party or by which Buyer any of them or its any of their properties or assets may be bound, bound or (ivc) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer IBID, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) or and (ivc) for violations, breaches, or defaults that would not, individually or in the aggregate, not have a material adverse effect on BuyerMaterial Adverse Effect.