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

No Violation; Consents and Approvals. The execution and delivery by the WCAS Subs of this Agreement and each of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, and the performance of their respective obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (with or without written notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation, or result in the creation of any Lien upon any of the properties or assets of the Parents or the WCAS Subs, as applicable, under, (a) any provision of the certificate of limited partnership, operating agreement or similar organizational documents of the Parents or the WCAS Subs, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Parent or any WCAS Sub is a party or by which any Parent or any WCAS Sub or their respective assets may be bound, other than any such items as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and thereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs of the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (a) The execution and delivery by the WCAS Subs of this Agreement and each of the any Ancillary Agreements Agreement to which each Parent and each WCAS or Merger Sub is or will be a party, the consummation of the Transactions and the performance by each of their respective Parent or Merger Sub of its obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (i) conflict with any provision of the articles or without written certificate of incorporation, as applicable, of Parent or Merger Sub, (ii) Except as set forth in Section 5.4(a) of the Parent Disclosure Letter, result in any violation of, or the breach of, or constitute a default (with notice or lapse of time, time or both), conflict with, or result in any violation of or default ) under, or give rise to a any right of termination termination, cancellation or cancellationacceleration or guaranteed payments or a loss of any benefit under, or result the acceleration of performance, vesting or an increase in compensation or benefit required by, or the creation of any Lien upon any of the properties equity interests in or assets of the Parents Parent or the WCAS Subs, as applicable, any of its Subsidiaries under, (a) any provision of the certificate terms, conditions or provisions of limited partnership, operating agreement or similar organizational documents of the Parents or the WCAS Subs, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bondlease, mortgage, indenture, license, agreementplan, lease agreement or other instrument or obligation to which any Parent Target or any WCAS Sub of its Subsidiaries is a party or by which any Parent or any WCAS Sub of its Subsidiaries or any of their respective properties or assets may be bound, other than including the trust indenture relating to the outstanding Parent Debentures, or (iii) violate the provisions of any Law applicable to Parent or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for such items as to which requisite waivers violations, breaches, defaults, or consents have been obtained rights of termination, cancellation or which would notacceleration that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect with respect to Parent or Merger Sub, materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or any Ancillary Agreement or be expected reasonably likely to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and thereby. No consent, approval, order or authorization of, or registration, declaration or filing with, consummation of any Governmental Entity is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs of the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions.

No Violation; Consents and Approvals. The execution (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b), the execution, delivery by the WCAS Subs and performance of this Agreement and each by CareFirst, compliance with the provisions of the Ancillary Agreements to which each Parent and each WCAS Sub is a partythis Agreement, and the performance consummation by CareFirst or any CareFirst Company of their respective obligations hereunder and thereunder and compliance with the terms hereof and thereof transactions contemplated hereby will not (i) conflict with or violate any provisions of the Charters or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) conflict with, violate or result in any breach of, or constitute a default whether with or without written notice or lapse of time, time or both), conflict with, or result in any violation of or default under, or give rise to a any right of termination termination, cancellation or cancellation, or result in the creation of any Lien upon acceleration under any of the properties terms, conditions or assets of the Parents provisions of, or the WCAS Subs, as applicable, under, (a) any provision of the certificate of limited partnership, operating agreement or similar organizational documents of the Parents or the WCAS Subs, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2render unenforceable, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, mortgage, indenture, licenselicense (including any license granted by BCBSA), franchise, permit, agreement, lease or other instrument or obligation to which any Parent or any WCAS Sub CareFirst Company is a party or by which any Parent CareFirst Company, its business or any WCAS Sub of its assets is bound; (iii) violate any statute, ordinance or their respective law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets may be is bound; (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than any such items as to which requisite waivers or consents have been obtained or which would notapprovals of the BCBSA, individually or the absence of which, in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and thereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates would not result in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs of the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsCareFirst Material Adverse Effect.

No Violation; Consents and Approvals. The execution and delivery by the such Additional WCAS Subs Holder of this Agreement and each of the Ancillary Agreements to which each Parent and each WCAS Sub is a partyAgreement, and the performance of their respective its obligations hereunder and thereunder and compliance with the terms hereof and thereof hereof, will not (with or without written notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation, or result in the creation of any Lien upon any of the properties or assets of the Parents or the such Additional WCAS Subs, as applicable, Holder under, (a) any provision of the certificate of limited partnership, operating agreement or similar organizational trust documents of the Parents or the such Additional WCAS SubsHolder, as applicable, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, ) any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the such Additional WCAS Subs Holder or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Parent or any such Additional WCAS Sub Holder is a party or by which any Parent it, or any WCAS Sub or their respective assets its assets, may be bound, other than any such items as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the such Additional WCAS Subs’ Holder’s ability to consummate the transactions contemplated hereby and therebyhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Parents or any such Additional WCAS Sub or their Affiliates Holder in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a partyAgreement, or the consummation by the Parents or the such Additional WCAS Subs Holder of the transactions contemplated hereby and therebyhereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the such Additional WCAS Subs’ Holder’s ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

No Violation; Consents and Approvals. The Except as set forth on SCHEDULE 2.8 hereto, the execution and delivery by the WCAS Subs Sellers of this Agreement and each of Agreement, the Ancillary Agreements Documents to which each Parent and each WCAS Sub is a party, party and the performance fulfillment of their respective obligations hereunder and thereunder and compliance with the respective terms hereof and thereof by the Sellers do not and will not not: (a) conflict with or result in a breach of the terms, conditions or provisions of; (b) constitute a default or event of default under (with or without written notice or due notice, lapse of time, time or both), conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation, or ; (c) result in the creation of any Lien upon the capital stock or assets of any of the properties Sellers pursuant to; (d) give any third party the right to accelerate any obligation under; (e) result in a violation of; or assets (f) require any authorization, consent, approval, exemption or other action by or notice to any Person (including, without limitation, any creditor, customer or supplier) pursuant to, the Charter Documents of the Parents Company or the WCAS Subsany Regulation, as applicable, under, (a) any provision of the certificate of limited partnership, operating agreement Order or similar organizational documents of the Parents or the WCAS Subs, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation Contract to which any Parent of the Sellers is subject. Each of the Sellers has complied with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement, the Ancillary Documents to which each is a party and the transactions contemplated hereby and thereby. None of the Sellers is required to submit any notice, report, or other filing with any WCAS Sub governmental authority in connection with its execution or delivery of this Agreement, the Ancillary Documents to which it is a party or by which any Parent or any WCAS Sub or their respective assets may be bound, other than any such items as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate consummation of the transactions contemplated hereby and thereby. No authorization, consent, approval, order exemption or authorization of, or registration, declaration or filing with, any Governmental Entity notice is required to be obtained or made by or with respect to any of the Parents or any WCAS Sub or their Affiliates Sellers in connection with the execution execution, delivery, and delivery performance of this Agreement or such of Agreement, the Ancillary Agreements Documents to which each Parent and each WCAS Sub it is a party, or the consummation by the Parents or the WCAS Subs of party and the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. The execution and delivery by the WCAS Subs it of this Agreement and each of the Ancillary Agreements to which each Parent and each WCAS Sub is a partydoes not, and the performance consummation of their respective obligations hereunder and thereunder the transactions contemplated hereby and compliance with the terms hereof and thereof will not (with or without written notice or lapse of time, or both), a) conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination or cancellationits organizational documents, or result in the creation of any Lien upon any of the properties or assets of the Parents or the WCAS Subs, as applicable, under, (a) any provision of the certificate of limited partnership, operating agreement or similar organizational documents of the Parents or the WCAS Subsif any, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, ) violate any judgment, order order, injunction or decreedecree (an "Order"), or statute, law, ordinance, rule or regulation ("Applicable Law"), excluding federal and state securities and blue sky laws applicable to the Parents transaction contemplated by this Agreement, applicable to it or the WCAS Subs its property or assets, or (c) give rise to any material right of termination, cancellation or acceleration under, or result in the creation of any Lien upon the Interests held by it under, any note, bond, mortgage, indenture, license, agreement, capital lease or other instrument or obligation ("Contracts") to which any Parent or any WCAS Sub it is a party or by which any Parent it or any WCAS Sub or their respective of its assets may be boundbound (except as may arise under the Partnership Agreement), other than any such items as to which requisite waivers or consents have been obtained or which would not, individually or except in the aggregatecase of (b) and (c), reasonably be expected as would not have a material adverse effect on the ability of such Seller to prevent sell the Interests pursuant to or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and therebyotherwise satisfy its obligations under this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith ("Governmental Approval"), any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign ("Governmental Entity Authority"), nor any consent, approval, order or authorization of any other third party is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates it in connection with the execution and delivery by it of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs it of the transactions contemplated hereby and therebyhereby, other thanthan any consent, in each caseapproval, compliance with order or authorization, or registration, declaration or filing, required under federal and filings under state securities and blue sky laws applicable to the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions transaction contemplated by this Agreement, except such consent, approval, order or authorization where the failure to obtain such consent, approval, order or authorization would not have a material adverse effect on the ability of Seller to sell the Interests pursuant to this Agreement. Except as created by this Agreement, there are no outstanding subscriptions, options, rights (including phantom stock rights), warrants, calls, commitments, understandings, arrangements, plans or other agreements of any kind to acquire its Interests (except as may arise under the Partnership Agreement). Notwithstanding the foregoing or any other provision of this Agreement, no representation is being made by any Seller with respect to any rights Adstock Limited may have under the Partnership Agreement and the Ancillary Agreementsor applicable law.

No Violation; Consents and Approvals. The Except as set forth on Schedule 2.5, the execution and delivery by the WCAS Subs Seller of this Stock Purchase Agreement and each of the Ancillary Agreements to which each Parent and each WCAS Sub is a partydoes not, and the performance consummation of their respective obligations hereunder and thereunder the transactions contemplated hereby and compliance with the terms hereof and thereof will not (not, directly or indirectly, with or without written notice notice, immediately or lapse with the passage of time, or both), conflict with, or result in any violation of or default under, or give rise any person the right to a right of termination terminate, cancel, rescind, modify, vary, renegotiate, accelerate, delay or cancellation, forfeit any term or result in the creation of any Lien upon any of the properties or assets of the Parents or the WCAS Subs, as applicable, under, payment under (a) any provision of the certificate Certificate of limited partnership, operating agreement Incorporation or similar organizational documents Bylaws of the Parents or the WCAS SubsCompany, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, ) any judgment, order order, injunction or decreedecree (an “Order”), or currently effective statute, currently effective law, ordinance, rule or regulation regulation, applicable to the Parents Seller or the WCAS Subs Company or the property or assets of the Company (“Applicable Law”) or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or contractual or legal obligation (“Contracts”) to which any Parent Seller, or any WCAS Sub the Company is a party or by which any Parent Seller or the Company or any WCAS Sub or their respective of the Company’s assets may be bound, other than any except, in the case of clauses (b) and (c), for such items conflicts, violations or defaults as to which requisite waivers or consents will have been obtained prior to the Closing (which are listed on Schedule 2.5) or which would notwhich, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and therebywould not have a Company Material Adverse Effect. No Except as set forth on Schedule 2.5, no consent, approval, order or authorization of, or registration, declaration or filing withwith (“Governmental Approval”) any court, any administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign (“Governmental Entity Authority”) is required to be obtained or made by or with respect to Seller, or the Parents or any WCAS Sub or their Affiliates Company, in connection with the execution and delivery of this Stock Purchase Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs Seller of the transactions contemplated hereby and therebyhereby, other than, in each case, (a) compliance with and filings under the HSR Securities Exchange Act of 1934, as amended (the “Exchange Act”), except for any such consents(b) compliance with and filings under state environmental statutes, approvals(c) compliance with and filings under applicable governmental and defense industrial security clearances, orders or authorizations of or registrations(d) compliance with Applicable Law relating to Government Contracts, declarations or filings(e) those, the failure of which to be obtained obtain or made would notmake, individually or in the aggregate, reasonably would not have a Company Material Adverse Effect and (f) those which may be expected required by reason of Buyer’s (as opposed to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate any other party’s) participation in the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

No Violation; Consents and Approvals. The None of the execution and delivery by the WCAS Subs Company of this Agreement and each of the Ancillary Agreements Company Documents nor the consummation by the Company of the Transactions to which each Parent and each WCAS Sub it is a party, and party or the performance compliance by it with any of their respective obligations hereunder and thereunder and compliance with the terms provisions hereof and or thereof will not will: (with or without written notice or lapse of time, or both), a) conflict with, or result in any violation a breach of or default under, or violate any provision of the organizational documents of the Company or any of its Subsidiaries, (b) assuming all consents, approvals and authorizations contemplated in Section 4.6(e) below have been obtained and all filings described therein have been made, violate any Law, License or Privacy Requirement applicable to, binding upon or enforceable against the Company or any of its Subsidiaries, or by which any of their respective properties or assets are bound, (c) conflict with, violate, result in any breach or termination of, or constitute (with or without due notice or lapse of time or both) a default or violation (or give rise to a any right of termination termination, amendment, cancellation, payment or cancellationacceleration) under, require any consent of any Person pursuant to, or result in any payment obligation or loss of material benefit in respect of, any Contract or License, in each case, to which the Company or any of its Subsidiaries is a party, (d) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties property, rights or assets of the Parents Company or any of its Subsidiaries, or (e) other than (i) the WCAS Subs, as applicable, under, (a) any provision filing of the certificate Certificate of limited partnership, operating agreement or similar organizational documents Merger with the Secretary of State of the Parents State of Delaware and (ii) the Governmental Approvals, including compliance with the applicable requirements of the HSR Act, the State Approvals, the Required Regulatory Approvals and any filings, consents or approvals required with respect to any Licenses of the WCAS SubsCompany, require any filing with or any consent, waiver or approval of any Governmental Authority, except, in the case of each of clauses (b)) through (e) above, subject to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Parent or any WCAS Sub is a party or by which any Parent or any WCAS Sub or their respective assets may be bound, other than any for such items as to which requisite waivers or consents exceptions that have been obtained or which would notnot had, individually or in the aggregate, reasonably be expected to a Material Adverse Effect or that would not prevent or materially impair impede or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and thereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs Company of the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

No Violation; Consents and Approvals. The (i) Except as set forth in Schedule 4.2(c)(i) of the disclosure schedule of Buyer attached hereto (the "Buyer Disclosure Schedule"), neither the execution and delivery by the WCAS Subs of this Agreement and each of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, and nor the performance by Buyer of their respective its obligations hereunder and thereunder and compliance will (A) conflict with the terms hereof and thereof will not (with or without written notice or lapse of time, or both), conflict with, or result in any violation breach of or default under, or give rise to a right of termination or cancellation, or result in the creation of any Lien upon any of the properties or assets of the Parents or the WCAS Subs, as applicable, under, (a) any provision of the certificate of limited partnershipformation or operating agreement (or other governing or organizational documents) of Buyer or (B) result in a violation or breach of, operating or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar organizational documents of the Parents or the WCAS Subs, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Parent Buyer or any WCAS Sub of its Subsidiaries is a party or by which any Parent of them or any WCAS Sub or of their respective assets may be boundbound or (C) assuming that the filings, other than any such items as registrations, notifications, authorizations, consents and approvals referred to which requisite waivers or consents in subsection (ii) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Buyer or any of its Subsidiaries is subject, excluding from the foregoing clauses (B) and (C) such requirements, defaults, breaches, rights or violations (x) that would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder or materially impair (y) that became applicable as a result of the business or delay the Parents’ activities in which Tower or the WCAS Subs’ ability any of its affiliates is or proposes to consummate the transactions contemplated hereby and thereby. No consent, approval, order be engaged or authorization ofany acts or omissions by, or registrationfacts pertaining, declaration to Tower or any of its affiliates. (ii) Except as set forth in Schedule 4.2(c)(ii) of the Buyer Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates in connection with the execution and delivery of this Agreement or such of the Ancillary other Transaction Agreements to which each Parent and each WCAS Sub is a party, by Buyer or the consummation performance by the Parents or the WCAS Subs Buyer of the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Actits obligations hereunder, except for any such consents, approvals, orders or authorizations of or orders, authorizations, notifications, registrations, declarations or filings, and filings (x) the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect and would not have a material adverse effect on the ability of Buyer to perform its obligations hereunder or materially impair (y) that became applicable as a result of the business or delay the Parents’ activities in which Tower or the WCAS Subs’ ability any of its affiliates is or proposes to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.be engaged or any acts or omissions by, or facts pertaining to, Tower or any of its affiliates. (d)

No Violation; Consents and Approvals. The Except as set forth in Section 3.4 of the Disclosure Schedule, the execution and delivery by the WCAS Subs Company of this Agreement and each of the Ancillary Agreements to which each Parent and each WCAS Sub is a partyCompany Transaction Agreement does not, and the performance consummation of their respective obligations hereunder the transactions contemplated hereby and thereunder thereby and compliance with the terms hereof and thereof will not not, (with or without written notice or lapse of time, or both), a) conflict with, or result in any violation of or default under(or an event which, with notice or lapse of time or both, would constitute a default) under (i) any provision of the organizational documents of the Company or its Subsidiaries, (ii) any material judgment, order, injunction or decree (an “Order”) applicable to the Company, its Subsidiaries or their respective properties or assets, (iii) any statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction (“Applicable Law”) applicable to the Company or its Subsidiaries or the property or assets of the Company or its Subsidiaries, or (iv) any Permit held by the Company or its Subsidiaries that is required under Applicable Laws or necessary in connection with the conduct of their business as currently conducted, or (b) result in any default or give rise to a any right of termination termination, cancellation or cancellationacceleration, or result in the creation of any Lien (other than Permitted Liens and Real Estate Permitted Liens) upon any of the properties or assets of the Parents Company, under any Material Contract; provided, however, that no representation or warranty is made in the WCAS Subs, as applicable, underforegoing clauses (a)(ii), (a) any provision of the certificate of limited partnership, operating agreement or similar organizational documents of the Parents or the WCAS Subsa)(iii), (a)(iv) and (b), subject ) with respect to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Parent or any WCAS Sub is a party or by which any Parent or any WCAS Sub or their respective assets may be bound, other than any such items as to which requisite waivers or consents have been obtained or which would notmatters that, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay would not result in a Material Adverse Effect. Except as set forth in Section 3.4 of the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated hereby and thereby. No Disclosure Schedule, no (x) consent, approval, order or authorization of, or registration, declaration or filing withwith (“Governmental Approval”), any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign (“Governmental Entity Authority”) or (y) consent or approval of any party to a Material Contract is required to be obtained or made by or with respect to the Parents Company or any WCAS Sub or their Affiliates its Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs of the transactions contemplated hereby hereby; provided, however, that no representation and thereby, other than, in each case, compliance warranty is made with and filings under the HSR Act, except for any such respect to consents, approvals, orders or authorizations of of, or registrations, declarations or filingsfilings with any Governmental Authority or any party to a Material Contract that, the failure of which to be if not obtained or made made, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Parents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreementsresult in a Material Adverse Effect.