Agreement Not in Conflict with Other Instruments: Required Approvals Obtained. The execution, delivery and performance of this Agreement by Cahas and the consummation of the transactions contemplated by this Agreement will not # violate or require any registration, qualification, consent, approval or filing under, # any law, statute, ordinance, rule or regulation of any federal. state or local government, or any agency, bureau, commission or inslmmentality of any Governments, or # any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Cahas or any of its assets or properties is bound; # conflict with, require any consent or approval, or result in the breach or termination of any provision or, constitute a default under, result in the acceleration of the performance of any obligation of Cahas, or result in the creation of any claim, security interest, lien, charge or encumbrance on the Metwood Shares pursuant to: # The Company’ Charter or Bylaws, # any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise. lease, contract, or other insuument or agreement to which The Company is a party or by which Cahas or any of Cahas’s assets or properties are bound, or # any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Cahas or any of its assets or properties is bound.

No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of the Services will not: # violate or conflict with the charter documents of either of WECTEC or Westinghouse, # to the best of Service Provider’s knowledge, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Service Provider or any of its properties or assets, except, in the case of clause (2), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Service Provider and would not impair the ability of Service Provider to perform its obligations under this Agreement.

No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of its obligations hereunder will not, # violate or conflict with the charter documents of Owners, or # subject to the consents specified in Section 3.2, constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Owners is a party or by which it is bound, or # conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Owners, except, in the case of clauses (2) and (3), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform its obligations under this Agreement.

Consents Obtained. All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by YourSpace or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by YourSpace or the Shareholders, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on YourSpace.

Governmental Approvals Not Required. This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state, federal, or other governmental authority with respect to the dissemination, implementation, or consummation of the Plan and the Disclosure Statement, any certifications, documents, instruments or agreements, and any amendments or modifications thereto, and any other acts referred to in, or contemplated by, the Plan and the Disclosure Statement.

Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the distribution of shares to the Grantee’s estate or designated beneficiary as provided in Section 2.

CPCN and Other Approvals. The DPSC shall have authorized Buyer and Seller to consummate the transactions contemplated hereby in connection with the joint application pursuant to 26 Del. C. § 215.

Municipal and Other Approvals. If Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period, Purchaser shall # comply with, at its sole cost and expense, all municipal requirements in connection with the transfer of the Property, including but not limited to, obtaining a certificate of occupancy of the Property, if required by the municipality and # indemnify and hold Seller harmless from any damages, loss, cost or expenses Seller may suffer as a result of Purchaser’s failure to so comply, including, but not limited to, reasonable attorneys’ fees and expenses.

Legality, etc. The consummation of the transactions contemplated hereby shall not contravene, violate or conflict with, any Requirement of Law including, without limitation, HMO Regulations and Insurance Regulations, and all necessary consents, approvals and authorizations of any Governmental Authority or any Person to or of such consummation shall have been obtained and shall be in full force and effect.

Approvals. All consents and approvals of any Governmental Entity set forth on Section 6.4(a) of the Crestwood Disclosure Schedule shall have been received and shall have become Final Orders.