Common use of Governmental Filings Clause in Contracts

Governmental Filings. No Violations. Other than the filings and/or notices (i) pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.

Governmental Filings. No Violations; Contracts. (i) Other than the filings and/or notices provided for in Section 2.3, as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (i) the "HSR Act"), and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Section 2.02Medicare and Medicaid laws, (ii) under the HSR Act, rules or regulations and the Exchange Act and (the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-"Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure ScheduleFilings"), no notices, reports, applications reports or other filings are required to be made by Parent or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them the Company from, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Authority Entity"), in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the executionfailure to make or obtain any or all of which would be reasonably likely to have a Company Material Adverse Effect, or could prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution and delivery and performance of this AgreementAgreement by the Company does not, and the consummation by the Company of the Merger and other transactions contemplated herebyby this Agreement will not, does not and will not constitute or result in (Ai) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents Certificate or the Bylaws or the comparable governing instruments of Parent the Company or any of its Subsidiariessubsidiaries, (ii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on assets (Cwith or without the giving of notice or the lapse of time) require pursuant to, any consent provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or approval under other obligation ("Contracts") of the Company or any such of its subsidiaries or any law, rule, regulation, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license, license to which the Company or any of its subsidiaries is subject or (iv) any change in the consent rights or approval obligations of any party under any of the Contracts, except, in the case of clause (iii) or (iv) above for Contracts other than those for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (iii) (x) No party to any rehabilitation therapy services or management Contract with the Company or any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, any such Contract.Contract and (y) neither the Company nor any of its subsidiaries is a party to or bound by any Contract prohibiting or limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e)

Governmental Filings. No Violations. Other than the filings and/or notices those (i) pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state with Self-Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance or banking regulations or with the Board of Governors of the Federal Reserve Systemcompanies, (v) required to be made with the NYSE, the Swiss Exchange pursuant to state insurance or banking and other Self-Regulatory Organizations trust company regulations and (vi) such other filings and/or notices set forth in Parentthe 18 22 Company's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby. Subject Subject, in the case of clause (A) below, to obtaining the Parent Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, (A) the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and (B) the execution and delivery of the GE Amendment and the Yasuda Amendment, does and the performance by the Company of its obligations thereunder, do not and will not (A1) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent the Company or any of Parentthe Company's Subsidiaries or its or their properties is subject or bound, bound or (B2) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent the Company or any of its Subsidiaries, Subsidiaries or (C3) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license, license or the consent or approval of any other party to any such Contract.

Governmental Filings. No Violations. Other than the filings and/or notices (iA) pursuant to contemplated by Section 2.021.3, (iiB) such reports under the HSR Act, the Exchange Act as may be required in connection with this Agreement and the Securities Acttransactions contemplated by this Agreement, and (iiiC) pursuant to the European Community Merger Control Regulation, (iv) otherwise required to be made pursuant to by Parent, or Merger Sub under applicable state insurance securities or banking blue sky laws or the rules and regulations or of the American Stock Exchange in connection with the Board of Governors Merger or any of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Scheduletransactions contemplated by this Agreement, no notices, reports, applications reports or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them Parent or Merger Sub from, any Governmental Authority Entity, in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Sub and the consummation by Parent and the Merger Subsidiary Sub of the Merger and the other transactions contemplated hereby. Subject , except those that the failure to obtaining make or obtain are not, individually or in the Parent Requisite Voteaggregate, and reasonably likely to prevent or materially delay Parent's or Merger Sub's ability to consummate the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the by this Agreement. The execution, delivery and performance of this AgreementAgreement does not, and the consummation of the Merger and the other transactions contemplated herebyhereby will not, does not and will not constitute or result in (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage lapse of time or both) pursuant tounder, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of either Parent's Subsidiaries or its Merger Sub's certificate of incorporation or their properties is subject or boundbylaws, (B) constitute (with or without notice, lapse of time or both) a breach or violation of, or a default under, the Constitutive Documents acceleration of any obligations under, or the creation of a lien, pledge, security interest or other encumbrance on any assets of Parent or Merger Sub pursuant to, any of its Subsidiaries, Contract that is binding upon Parent or Merger Sub or any Law or governmental or non-governmental permit or license to which Parent or Merger Sub is subject or (C) require any consent change in the rights or approval obligations of any party under any such lawof Parent's or Merger Sub's Contracts, ruleexcept, regulationin the case of clause (B) or (C) above, judgmentfor any breach, decreeviolation, orderdefault, governmental permit acceleration, creation or licensechange that, individually or in the consent aggregate, is not reasonably likely to prevent or approval materially delay its ability to consummate the Merger or any of any the other party to any such Contracttransactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings necessary filings, notices and/or notices approvals (iA) pursuant to Section 2.021.3, (iiB) under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, the as amended (xxx "XXX Xxx"), xhe Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (iiiC) to comply with state securities or "blue-sky" laws, (D) if any, of the Federal Communications Commission ("FCC") pursuant to the European Community Merger Control RegulationCommunications Act of 1934, as amended, (ivE) required to be made if any, of the local, state and foreign public utility commissions or similar local, state or foreign regulatory bodies (each a "PUC") and the local, state and foreign Governmental Entities (as defined below) identified in its respective Disclosure Letter pursuant to applicable local, state insurance or banking regulations foreign laws regulating the telephone, mobile cellular, paging, cable television or with the Board of Governors other telecommunications business ("Utilities Laws") and (F) if any, of the Federal Reserve Systemforeign regulatory bodies identified in its Disclosure Letter pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade (such filings, (v) required to be made with notices and/or approvals of SBC being the NYSE, "SBC Required Consents" and of the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure ScheduleCompany being the "Company Required Consents"), no noticesfilings, reports, applications or other filings notices and/or reports are required to be made by Parent or any of its Subsidiaries it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Authority Entity"), in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary it and the consummation by Parent and the Merger Subsidiary it of the Merger and the other transactions contemplated hereby. Subject , except those that the failure to obtaining make or obtain are not, individually or in the Parent Requisite Voteaggregate, and reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of by this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.

Governmental Filings. No Violations. Other than For the filings and/or notices period of time commencing on the Effective Date and continuing through the first anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance notice from Buyer, provide Buyer and its representatives, agents and employees with access to reasonable financial and other information pertaining only to the day to day operations of the Premises during the period of Seller's ownership of the Premises, which information is relevant and reasonably necessary, in the reasonable opinion of the outside, third party accountants of Buyer (or its permitted assignee) (the "Accountants"), to enable Buyer (or its permitted assignee) and its Accountants to prepare financial statements in compliance with any or all of (i) pursuant to Section 2.02, Rule 3-14 Regulation S-X of the Securities and Exchange Commission (the "Commission"); (ii) under any other rule issued by the HSR Act, the Exchange Act Commission and the Securities Act, applicable to Buyer (or its permitted assignee); and (iii) pursuant any registration statement, report or disclosure statement filed with the Commission by, or on behalf of, Buyer (or its permitted assignee); provided, however, that in any such event(s), Buyer shall reimburse Seller for those out-of-pocket costs and expenses that Seller incurs in order to comply with the foregoing requirement. Seller's sole obligation with respect to Buyer's preparation or filing of such financial statements shall be to provide Buyer with access to the European Community Merger Control Regulationreasonable, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Selfnon-Regulatory Organizations and (vi) such other filings and/or notices proprietary information set forth in Parent's Disclosure Schedule, above. Seller makes no notices, reports, applications representations or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority warranties with respect to the Merger information that Buyer or its agents obtain, use or fail to use. Buyer indemnifies and agrees to save harmless Seller, its general and limited partners as well as the officers, directors, shareholders, employees, agents, subsidiaries, affiliates and attorneys of Seller and its general and limited partners, against and from any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, fines, costs, disbursements and expenses (including, without limitation reasonable attorneys' and experts' fees and expenses), imposed upon, incurred by or asserted or awarded against Seller arising from Buyer's use of such information in any financial statement referenced in this Section 24(m). The foregoing indemnity shall survive this Agreement and the other transactions contemplated hereby, delivery of the execution, delivery and performance Deed referenced in Section 7(a)(1) of this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.

Governmental Filings. No Violations. (i) Other than the filings necessary filings, notices and/or notices approvals (iA) pursuant to Section 2.021.3, (iiB) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (iiiC) to comply with state securities or "blue-sky" laws, (D) if any, of the Federal Communications Commission ("FCC") pursuant to the European Community Merger Control RegulationCommunications Act of 1934, as amended, (ivE) required to be made if any, of the local, state and foreign public utility commissions or similar local, state or foreign regulatory bodies (each a "PUC") and the local, state and foreign Governmental Entities (as defined below) identified in it respective Disclosure Letter pursuant to applicable local, state insurance or banking regulations foreign laws regulating the telephone, mobile cellular, paging, cable television or with the Board of Governors other telecommunications business ("Utilities Laws") and (F) if any, of the Federal Reserve Systemforeign regulatory bodies identified in its Disclosure Letter pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade (such filings, (v) required to be made with notices and/or approvals of SBC being the NYSE, "SBC Required Consents" and of the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure ScheduleCompany being the "Company Required Consents"), no noticesfilings, reports, applications or other filings notices and/or reports are required to be made by Parent or any of its Subsidiaries it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Authority Entity"), in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary it and the consummation by Parent and the Merger Subsidiary it of the Merger and the other transactions contemplated hereby. Subject , except those that the failure to obtaining make or obtain are not, individually or in the Parent Requisite Voteaggregate, and reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of by this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.

Governmental Filings. No ViolationsIn the event any Litigation is threatened or instituted challenging the transactions contemplated by this Agreement as violative of Antitrust Laws, each Party shall use its commercially reasonable efforts to avoid the filing of, or resist or resolve such Litigation. Other than the filings and/or notices Each Party shall use its commercially reasonable efforts to take such action as may be required by: (i) pursuant the United States Federal Trade Commission ("FTC") and/or the United States Department of Justice ("DOJ") in order to Section 2.02resolve such objections as either of them may have to the transactions contemplated by this Agreement under the Antitrust Laws, or (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to any federal or state insurance or banking regulations or with the Board of Governors court of the Federal Reserve SystemUnited States, (v) required to be made with the NYSEor similar court of competent jurisdiction in any foreign jurisdiction, the Swiss Exchange and other Self-in any Litigation brought by any Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent Authority or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained other Person challenging the transactions contemplated by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary as violative of the Merger and Antitrust Laws, in order to avoid the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or entry of any relevant Governmental Authority with respect to Order (whether temporary, preliminary or permanent) that has the Merger and the other transactions contemplated hereby, the execution, delivery and performance effect of this Agreement, and preventing the consummation of the Merger and other transactions contemplated herebyby this Agreement and to have vacated, does not and will not (A) constitute a breach lifted, reversed or violation ofoverturned any such Order. Notwithstanding anything to the contrary in this Section, none of Purchaser or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation Seller or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of their respective Related Persons shall be required to divest any of its Subsidiaries businesses, product lines or assets, or to which Parent take or agree to take any other action or agree to any limitation, that is reasonably likely to have a Material Adverse Effect on Purchaser, Seller or the Business after the Effective Time. Purchaser shall be entitled to direct any proceedings or negotiations with any Regulatory Authority relating to any of the foregoing, provided that it shall permit Seller to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any of Parent's Subsidiaries other Regulatory Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent appropriate or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default underpermitted by the DOJ, the Constitutive Documents of Parent FTC or any of its Subsidiariessuch other applicable Regulatory Authority or other Person, or (C) require any consent or approval under any give Seller the opportunity to attend and participate in such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contractmeetings and conferences.

Governmental Filings. No Violations. Other than the filings and/or notices those (i) pursuant referred to in Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant required to the European Community Merger Control Regulationbe made with Self-Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisers, investment companies, banks, trust companies and insurance companies, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors and trust company regulations, including Section 383:9-h of the Federal Reserve System, New Hampshire Revised Statutes and (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parentthe Company's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of, and the performance of its obligations under, this Agreement by Parent and the Stock Option Agreement by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated herebyhereby and thereby. Subject Subject, in the case of clause (A) below, to obtaining the Parent Company Requisite Vote, Vote and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated herebyhereby and by the Stock Option Agreement, the execution, delivery and performance by the Company of this Agreement, Agreement and the Stock Option Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, does hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent the Company or any of Parentthe Company's Subsidiaries or its or their properties is subject or bound, bound or (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent the Company or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license, license or the consent or approval of any other party to any such Contract.

Governmental Filings. No ViolationsPromptly following the execution of this Agreement, the Parties shall proceed promptly to prepare and file, or cause to be prepared and filed by their respective “ultimate parent entities,” with the appropriate Governmental Entities such requests, reports or notifications as may be required in connection with this Agreement or the other Transaction Documents and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. Other than Without limiting the filings and/or notices foregoing, promptly following the execution of this Agreement, but in any event within ten (i10) pursuant Business Days following the date of this Agreement, the Parties or their respective “ultimate parent entities” shall file with the Department of Justice and the Federal Trade Commission the notifications and other information, if any, required to Section 2.02, (ii) be filed under the HSR Act with respect to the transactions contemplated hereby and by the other Transaction Documents and shall use their respective commercially reasonable efforts to cause all applicable waiting periods under the HSR Act to expire or be terminated as of the earliest possible date. The Purchaser and the Sellers will bear equally all applicable filing fees due under the HSR Act, . Each of the Exchange Act Sellers and the Securities ActPurchaser shall, (iii) as promptly as practicable, comply with any request for additional information and documents pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors HSR Act. Each of the Federal Reserve SystemSellers and the Purchaser shall inform the other promptly of any communication made by or on behalf of such Party to (including permitting the other Party to review such communication in advance), (v) required to be made with the NYSEor received from, the Swiss Exchange Federal Trade Commission or the Department of Justice and shall furnish to the other Self-Regulatory Organizations such information and (vi) such assistance as the other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the execution HSR Act. Each of the Sellers and delivery the Purchaser shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the Federal Trade Commission or the Department of Justice and shall comply promptly with any such inquiry or request. No Party shall agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance, and to the extent permitted by such Governmental Entity, and gives the other Parties the opportunity to attend and participate thereat. The Purchaser and the Sellers agree to utilize commercially reasonably efforts to avoid or eliminate any impediment under any Antitrust Law that may be asserted by any U.S. federal, state, or local antitrust or competition authority so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement by Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other Transaction Documents. In addition, without limiting the generality of the foregoing regarding Governmental Entities, the Purchaser and the Sellers agree to utilize commercially reasonable efforts to attempt to vacate or lift any order or other restraint relating to Antitrust Laws that would have the effect of making the transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger by this Agreement and the other transactions contemplated hereby, Transaction Documents illegal or otherwise prohibiting their consummation. Nothing in this Agreement shall (i) require the execution, delivery and performance Purchaser to divest of this Agreement, and any assets currently owned by it or (ii) require the consummation Sellers to retain any portion of the Merger and other transactions contemplated herebyAcquired Assets, does not and will not (A) constitute a breach in either case, in connection with obtaining the termination or violation of, or a default under, or cause or allow early expiration of the acceleration or creation of a Lien (with or without waiting period under the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such ContractHSR Act.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (iA) pursuant to Section 2.021.2, (iiB) with the Delaware Secretary of State, (C) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act, ") and the Exchange Act and the Securities Act, (iiiD) pursuant to the European Community Merger Control Regulation, comply with state securities or "blue sky" laws and (ivE) required to be made pursuant to state insurance or banking regulations or with the Board National Association of Governors of Securities Dealers (the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule"NASD"), no notices, reports, applications reports or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company from 8 14 any of them fromcourt or other governmental or regulatory authority, any agency, commission, body or other governmental entity (a "Governmental Authority Entity"), in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Subject to obtaining (ii) The execution, delivery and performance of this Agreement by the Parent Requisite VoteCompany does not, and the making or obtaining consummation by the Company of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated herebyhereby will not, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not constitute or result in (A) constitute a breach or violation of, of or a default under, the certificate of incorporation or cause by-laws of the Company or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or comparable governing instruments of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or boundSubsidiaries, (B) constitute a breach or violation of, or a default under, the Constitutive Documents acceleration of Parent any obligations or the creation of any Lien on the assets of the Company or any of its SubsidiariesSubsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, contract, note, mortgage, indenture or other obligation (a "Contract") binding upon the Company or any of its Subsidiaries or any order, writ, injunction, decree of any court or any Law or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) require any consent change in the rights or approval obligations of any party under any such lawContract, ruleexcept, regulationin the case of clause (B) or (C) above, judgmentfor any breach, decreeviolation, orderdefault, governmental permit acceleration, creation or licensechange that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth on Schedule 5.1(d), there are no Contracts of the Company or its Subsidiaries which are material to the Company and its Subsidiaries, taken as a whole, pursuant to which consents or waivers are or may be required prior to consummation of the Offer or the consent or approval of any Merger and the other party to any such Contract.transactions contemplated by this Agreement. (e)

Governmental Filings. No Violations. (i) Other than the filings and/or notices (iA) pursuant to Section 2.021.2, (iiB) with the Delaware Secretary of State, (C) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act, ") and the Exchange Act and the Securities Act, (iiiD) pursuant to the European Community Merger Control Regulation, comply with state securities or "blue sky" laws and (ivE) required to be made pursuant to state insurance or banking regulations or with the Board National Association of Governors of Securities Dealers (the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule"NASD"), no notices, reports, applications reports or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company from any of them fromcourt or other governmental or regulatory authority, any agency, commission, body or other governmental entity (a "Governmental Authority Entity"), in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Subject to obtaining (ii) The execution, delivery and performance of this Agreement by the Parent Requisite VoteCompany does not, and the making or obtaining consummation by the Company of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated herebyhereby will not, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not constitute or result in (A) constitute a breach or violation of, of or a default under, the certificate of incorporation or cause by-laws of the Company or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or comparable governing instruments of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or boundSubsidiaries, (B) constitute a breach or violation of, or a default under, the Constitutive Documents acceleration of Parent any obligations or the creation of any Lien on the assets of the Company or any of its SubsidiariesSubsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, contract, note, mortgage, indenture or other obligation (a "Contract") binding upon the Company or any of its Subsidiaries or any order, writ, injunction, decree of any court or any Law or governmental or non-governmental permit or 9 15 license to which the Company or any of its Subsidiaries is subject or (C) require any consent change in the rights or approval obligations of any party under any such lawContract, ruleexcept, regulationin the case of clause (B) or (C) above, judgmentfor any breach, decreeviolation, orderdefault, governmental permit acceleration, creation or licensechange that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth on Schedule 5.1(d), there are no Contracts of the Company or its Subsidiaries which are material to the Company and its Subsidiaries, taken as a whole, pursuant to which consents or waivers are or may be required prior to consummation of the Offer or the consent or approval of any Merger and the other party to any such Contract.transactions contemplated by this Agreement. (e)

Governmental Filings. No Violations. Other than the filings and/or notices (i) pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by -38- 43 Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.

Governmental Filings. No Violations. Other than the filings and/or notices No license, consent, clearance, permit, qualification, waiver, approval, order or authorization of, action by or in respect of, registration, declaration or filing with, or notice to any supranational, federal, state, local, municipal or foreign government or any court, administrative, regulatory or other governmental or non-governmental department, board, bureau, agency, commission, authority or instrumentality (ieach, a "GOVERNMENTAL ENTITY") pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) is required to be made pursuant to state insurance or banking regulations by or with the Board of Governors of the Federal Reserve System, (v) required respect to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority Seller in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of this Agreement by Seller or consummation of the Acquisition or the other transactions contemplated by this Agreement, except for (1) the filing of a notification and report form by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the "HSR ACT") and applicable notification or approval requirements under foreign competition, antitrust or merger control Laws, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar Law or regulation, (2) the filing with the Securities and Exchange Commission (the "SEC") of such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (3) such other licenses, consents, clearances, permits, qualifications, waivers, approvals, orders, authorizations, actions, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) or to prevent or materially impede, interfere with, hinder or delay the consummation by Seller of the Merger and Acquisition or the other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contractby this Agreement.

Governmental Filings. No Violations. Other than the filings and/or notices those (i) pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state with Self-Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance or banking regulations or with the Board of Governors of the Federal Reserve Systemcompanies, (v) required to be made with the NYSE, the Swiss Exchange pursuant to state insurance or banking and other Self-Regulatory Organizations trust company regulations and (vi) such other filings and/or notices set forth in Parentthe Company's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby. Subject Subject, in the case of clause (A) below, to obtaining the Parent Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, (A) the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and (B) the execution and delivery of the GE Amendment and the Yasuda Amendment, does and the performance by the Company of its obligations thereunder, do not and will not (A1) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.any

Governmental Filings. No Violations. (i) Other than the filings and/or notices (iA) pursuant to Section 2.021.3, (iiB) under the HSR Act, and comparable international antitrust laws, the Exchange Securities Act and the Securities Exchange Act, (iiiC) pursuant to the European Community Merger Control Regulationcomply with state securities or "blue sky" laws, if applicable, and (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (vD) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications reports or other filings are required to be made by Parent or any of its Subsidiaries Subsidiaries, including Merger Sub, with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or any of them its Subsidiaries, including Merger Sub, from, any Governmental Authority Entity, in connection with the execution and delivery of this Agreement, the Company Option Agreement and any Executive Agreements to which Parent is a party by Parent and by the and, where applicable, Merger Subsidiary Sub and the consummation by Parent and the Merger Subsidiary Sub of the Merger and the other transactions contemplated hereby. Subject hereby and thereby, except those that the failure to obtaining make or obtain are not, individually or in the aggregate, reasonably likely to have a Parent Requisite VoteMaterial Adverse Effect or prevent, and materially delay or materially impair the making ability of Parent or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect Merger Sub to consummate the Merger and the other transactions contemplated hereby, the hereby and thereby. (ii) The execution, delivery and performance of this Agreement, the Company Option Agreement and any Executive Agreements to which it is a party by Parent and, where applicable, Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby and thereby will not, does not and will not constitute or result in (A) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws of Parent or Merger Sub or the comparable governing instruments of any of their respective Subsidiaries, (B) a breach or violation of, or a default under, or cause an acceleration of any obligations or allow the acceleration or creation of a Lien lien, pledge, security interest or other encumbrance on the assets of Parent or any of its Subsidiaries (with or without the giving of notice, passage lapse of time or both) pursuant to, any law, rule Debt Contracts or regulation Other Contracts binding upon Parent or any judgment, decree, order, of its Subsidiaries or any Law or governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or license to which Parent or any of Parent's its Subsidiaries or its or their properties is subject or boundany judgment, (B) constitute a breach order or violation of, or a default under, decree to which the Constitutive Documents of Parent or any of its Subsidiaries, Subsidiaries or any of its properties is subject or (C) require any consent change in the rights or approval obligations of any party under any such lawDebt Contracts or Other Contracts, ruleexcept, regulationin the case of clause (B) or (C) above, judgmentfor any breach, decreeviolation, orderdefault, governmental permit acceleration, creation or licensechange that, individually or in the consent aggregate, is not reasonably likely to have a Parent Material Adverse Effect or approval of any other party to any such Contract.prevent, materially delay or

Governmental Filings. No Violations. Other than the filings and/or notices those (i) pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state with Self-Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance or banking regulations or with the Board of Governors of the Federal Reserve Systemcompanies, (v) required to be made with the NYSE, the Swiss Exchange pursuant to state insurance or banking and other Self-Regulatory Organizations trust company regulations and (vi) such other filings and/or notices set forth in Parentthe Company's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby. Subject Subject, in the case of clause (A) below, to obtaining the Parent Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, (A) the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and (B) the execution and delivery of the GE Amendment and the Yasuda Amendment, does and the performance by the Company of its obligations thereunder, do not and will not (A1) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent the Company or any of Parentthe Company's Subsidiaries or its or their properties is subject or bound, bound or (B2) constitute a breach or violation of, or a default under, the Constitutive Documents of Parent the Company or any of its Subsidiaries, Subsidiaries or (C3) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license, license or the consent or approval of any other party to any such Contract.

Governmental Filings. No Violations. Other than the filings and/or notices those (i) pursuant to Section 2.02, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) pursuant to the European Community Merger Control Regulation, (iv) required to be made pursuant to state with Self-Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance or banking regulations or with the Board of Governors of the Federal Reserve Systemcompanies, (v) required to be made with the NYSE, the Swiss Exchange pursuant to state insurance or banking and other Self-Regulatory Organizations trust company regulations and (vi) such other filings and/or notices set forth in Parentthe Company's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with the execution and delivery of this Agreement by Parent and by the Merger Subsidiary Company and the consummation by Parent and the Merger Subsidiary Company of the Merger and the other transactions contemplated hereby. Subject Subject, in the case of clause (A) below, to obtaining the Parent Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, (A) the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, does not hereby and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation ofthe execution and delivery of the GE Amendment and the Yasuda Amendment, or a default under, and the Constitutive Documents of Parent or any performance by the Company of its Subsidiariesobligations thereunder, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any such Contract.do not and will