No Conflict. The execution, delivery and performance by the [[Organization A:Organization]] of, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violate or conflict with the organizational documents of the [[Organization A:Organization]], # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]] or any of its subsidiaries is a party or by which the [[Organization A:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be

No Conflict. The execution, delivery and performance by the ​ of, and the consummation by the ​ of the transactions contemplated by, this Agreement and the Related Agreements do not and will not # violate or conflict with the organizational documents of the ​, # conflict with or violate any Law or Permit of any Governmental Entity applicable to the ​ or by which it or its properties or assets is bound or subject or # result in any breach of, or constitute a default (or

The execution and delivery by [[Organization A:Organization]] of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of [[Organization A:Organization]] under any provision of # [[Organization A:Organization]] Charter Documents, # any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which [[Organization A:Organization]] is a party or by which any of their respective properties or assets is bound or # subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“Judgment”) or material Law applicable to [[Organization A:Organization]] or its properties or assets, other than, in the case of [clauses (ii) and (iii) above], any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. Except as set forth in [Schedule 4.3] of the Disclosure Schedules, the execution, delivery and performance by [[Organization A:Organization]] of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: # result in a violation or breach of any provision of the certificate of incorporation or by-laws of [[Organization A:Organization]]; # result in a violation or breach of any provision of any Law or Governmental Order applicable to [[Organization A:Organization]], the Business or the Purchased Assets; or # require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any Assumed Contract; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to [[Organization A:Organization]] in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have Material Adverse Effect.

Absence of Conflicts. Neither the execution and delivery of this Agreement, the Note or the other Loan Documents nor consummation of the transactions herein or therein contemplated nor performance of or compliance with the terms and conditions hereof or thereof will # violate any law, # conflict with or result in a breach of or a default under any agreement or instrument to which [[Organization A:Organization]] is a party or by which either of them or any of their properties (now owned or hereafter acquired) may be subject or bound or # result in the creation or imposition of any lien, charge, security interest or encumbrance upon any property (now owned or hereafter acquired) of [[Organization A:Organization]].

No Conflict. The execution, delivery and performance by the Ceding Company of, and the consummation by the Ceding Company of the transactions contemplated by, this Agreement do not and will not # violate or conflict with the organizational documents of the Ceding Company, # conflict with or violate any Law or Permit of any Governmental Entity applicable to the Ceding Company or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the Ceding Company or any of its subsidiaries is a party or by which the Ceding Company or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material adverse effect on the Ceding Company’s ability to perform its obligations under this Agreement.

The execution and delivery of this Agreement by the ​ and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the ​ is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the ​’s organizational documents or any agreement or instrument to which the ​ is a party or by which it is bound, or any order or decree applicable to the ​, or result in the creation or imposition of any lien on any of the ​’s assets or property, in each case which would materially and adversely affect the ability of the ​ to carry out the transactions contemplated by this Agreement; # There is no action, suit, proceeding or investigation pending or, to the ​’s knowledge, threatened against the ​ in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the ​ contemplated herein, or which would be likely to impair materially the ability of the ​ to perform under the terms of this Agreement; # The ​ is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the ​ or its properties or might have consequences that would materially and adversely affect its performance under any Operative Document;

Section # No Conflict. The execution, delivery and performance of the Transaction Documents by [[Organization B:Organization]] and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not # result in a violation of the certificate of incorporation or other organizational documents of [[Organization B:Organization]] (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), # conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which [[Organization B:Organization]] or its Subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to [[Organization B:Organization]] or its Subsidiaries or by which any property or asset of [[Organization B:Organization]] or its Subsidiaries is bound or affected except, in the case of [clause (ii) or (iii) above], to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

Except as set forth on [Schedule 6.3], none of the execution, delivery or performance of this Agreement by ​, the consummation by ​ of the Transactions or compliance by ​ with any of the provisions hereof will # conflict with or result in any breach of any provision of the Operating Document or Organizational Document of ​, # require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, # result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which ​ or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or # violate any Applicable Law or Order applicable to ​, any of its Subsidiaries or any of their properties or assets, excluding from the [foregoing clauses (b), (c) and (d)])])] such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on ​’s ability to consummate the Transactions in accordance with the terms hereof.

The execution and delivery of this Agreement by the ​ and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the ​ is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the ​’s organizational documents or any agreement or instrument to which the ​ is a party or by which it is bound, or any order or decree applicable to the ​, or result in the creation or imposition of any lien on any of the ​’s assets or property, in each case which would materially and adversely affect the ability of the ​ to carry out the transactions contemplated by this Agreement;