Common use of Authority; Consents Clause in Contracts

Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by Purchaser Parent and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable), enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; Consents. (a) The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary organizational action the Company's Board of Directors and no other corporate proceedings on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser Company or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right Company Subsidiaries are necessary to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound authorize this Agreement or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out consummate the transactions contemplated hereby (other than, with respect to the Merger (unless effected pursuant to Section 253 of the DGCL) the approval and thereby. (c) adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by Purchaser Parent the Company and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the constitutes a legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)the Company, enforceable against the Company in accordance with its respective terms. (b) Upon Company Stockholder Approval (as defined below) (to the extent the Merger is not effected pursuant to Section 253 of the DGCL), except the satisfaction of all other conditions contained herein and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company. (c) Under the Company's Certificate of Incorporation, By-Laws, the regulations of the New York Stock Exchange, Inc. and other laws and regulations applicable to the Company and the Company Subsidiaries only the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock voting together as such may be limited a single class ("Company Stockholder Approval") is required and sufficient for the approval by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and the Company's stockholders of the transactions contemplated by general equitable principlesthis Agreement (to the extent the Merger is not effected pursuant to Section 253 of the DGCL). (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material No consent, authorizationapproval, orderorder or authorization of, or approval of registration, declaration or filing with (i) any Governmental Authority Entity or (ii) any individual, corporation or other Person entity (including any holder of the Corporation's Securities) is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement hereby, except for (A) the Company Stockholder Approval, (B) the filing of the Certificate of Merger with the Delaware Secretary of State, (C) if applicable, the filing of the Proxy Statement with the Commission in accordance with the Exchange Act, (D) satisfaction of all information and waiting period requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("HSR") and any regulations promulgated thereunder, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky", or securities laws and the Ancillary Agreementssecurities laws of any foreign country, (F) those set forth in the Company Disclosure Schedule, and such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on the Corporation.

Authority; Consents. (a) The Except as set forth in Schedule 4.1(a), the execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser Sellers (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Purchasers, Purchaser Parent Sellers and US Purchaser the Acquired Subsidiaries (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent Seller or US Purchaserany Acquired Subsidiary, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent Seller or US Purchaser any Acquired Subsidiary or any of their respective assets may be subject; or , (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, require the consent of any Person under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Scheduled Contract to which or any PurchaserReal Property Lease, Purchaser Parent or US Purchaser is a party (iv) result in an imposition or by which it is bound or to which creation of any of its assets is subjectLien on any Acquired Asset. (b) Each of Purchasers, Purchaser Parent and US Purchaser Seller (as applicable) has full power and authority and has taken all actions necessary to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by Purchaser Parent each of Graco and Graco US Purchaser Finishing Brands and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it Sellers (as applicable) shall be, the legal, valid and binding obligation of Purchaserseach Seller that is a party hereto or thereto, Purchaser Parent and US Purchaser (as applicable)the case may be, enforceable in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d4.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser Sellers (as applicable) and the consummation by Purchasers, Purchaser Parent and US Purchaser Sellers (as applicable) of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by Seller has all necessary organizational action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out consummate the transactions contemplated hereby and thereby. (c) to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution and delivery of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has and the Exhibits hereto have been duly and validly executed and delivered by Purchaser Parent Seller and US Purchaser are valid, binding and isenforceable obligations of Seller. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and each Ancillary Agreement and, as of the Closing, the consummation of the transactions contemplated hereby when executed and delivered by it shall bethereby will not, conflict with, or result in any violation of, or default under or give rise to a right of termination or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the legalCertificate of Incorporation or Bylaws of Seller or (ii) any agreement or instrument, valid permit, judgment, statute, law, rule or regulation applicable to Seller or the Assets. No consent, waiver, approval, or registration, declaration or filing with, any court, administrative agency or other federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Seller ("Governmental Entity") or any third party (so as to enable Seller to assign Buyer the Assets and binding obligation all of Purchasers, Purchaser Parent the Seller's rights and US Purchaser (as applicablebenefits under the Contracts), enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated is required by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required respect to Seller in connection with the execution and delivery of this Agreement and or the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and Exhibits or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreementshereby or thereby.

Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by Seller has all necessary organizational action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out consummate the transactions contemplated hereby and thereby. (c) to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution and delivery of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has and the Exhibits hereto have been duly and validly executed and delivered by Purchaser Parent Seller and US Purchaser are valid, binding and is, enforceable obligations of Seller and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, constitute the legal, valid and binding obligation obligations of Purchasers, Purchaser Parent and US Purchaser (as applicable)Seller, enforceable in accordance with its respective terms, their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization bankruptcy or similar laws affecting creditors’ and general principles of equity. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under or give rise to a right of termination or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Sellers or their respective properties or assets. No consent, waiver, approval, or registration, declaration or filing with, any court, administrative agency or other federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Sellers ("Governmental Entity") or any third party (so as to enable Sellers to assign Buyer the Assets and all of the Sellers' rights generallyand benefits under the Contracts), and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated is required by or in connection with respect to any of the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required Sellers in connection with the execution and delivery of this Agreement and or the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and Exhibits or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreementshereby or thereby.

Authority; Consents. (a) The execution, delivery Subject only to the approval of the Acquisition and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (Seller's shareholders as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by Section 6.1(a) hereof, Seller has all necessary organizational action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full requisite corporate power and authority to enter into this Agreement and to consummate the Ancillary Agreements to which it is or will be a party transactions contemplated hereby. The execution and to carry out delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. (c) have been duly authorized by all necessary corporate action on the part of Seller, subject only to the approval of the Acquisition by Seller's shareholders as contemplated by Section 6.1(a). This Agreement has been duly and validly executed and delivered by Purchaser Parent Seller and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, constitutes the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)Seller, enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or bankruptcy and similar laws affecting creditors’ rights generallyand general principles of equity. Except as set forth on Schedule 2.4, subject only to the approval of the Acquisition and this Agreement by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings Seller's shareholders as contemplated by Section 6.1(a) hereof, the execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby will not, materially conflict with, or result in connection any material violation of, or material default under (with the FTC-Related Mattersor without notice or lapse of time, and except as listed in Schedule 5.1(dor both), no material consentor give rise to a right of termination, authorizationcancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or approval of regulation applicable to Seller or its properties or assets. To Seller's knowledge, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Authority court, administrative agency or commission or other Person federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission having jurisdiction over Seller ("Governmental Entity") or any third party (so as to enable Seller to assign Buyer all of its rights and benefits under the Contracts), is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement hereby, except for such consents, waivers, authorizations, filings, approvals and the Ancillary Agreementsregistrations which are set forth on Schedule 2.4.

Authority; Consents. (a) The Except as set forth in Schedule 4.1(a), the execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) Sellers and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Purchasers, Purchaser Parent Sellers and US Purchaser (as applicable) the Acquired Subsidiaries and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent Seller or US Purchaserany Acquired Subsidiary, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent Seller or US Purchaser any Acquired Subsidiary or any of their respective assets may be subject; or , (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, require the consent of any Person under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Scheduled Contract to which or any PurchaserReal Property Lease, Purchaser Parent or US Purchaser is a party (iv) result in an imposition or by which it is bound or to which creation of any of its assets is subjectLien on any Acquired Asset. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) Seller has full power and authority and has taken all actions necessary to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by Purchaser Parent and US Purchaser each Seller and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchaserseach Seller that is a party hereto or thereto, Purchaser Parent and US Purchaser (as applicable)the case may be, enforceable in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals filings required by the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and filings contemplated by or in connection with the FTC-Related Matterssimilar foreign statutes and regulations, and except as listed in Schedule 5.1(d4.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser Sellers and the consummation by Purchasers, Purchaser Parent and US Purchaser Sellers of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Sellers have been duly authorized by all necessary organizational corporate action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) Sellers and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, under or create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under, (i) any provision of the Organizational Documents of any Seller, (ii) any Applicable Law to which any Seller or impose any material penalty of its respective assets may be subject or material additional payment obligations under (iii) any material Contract to which any Purchaser, Purchaser Parent or US Purchaser Seller is a party or by which it any Seller is bound or to which any of its such Seller’s respective assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) Seller has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. The USI Board has unanimously and duly (i) declared that this Agreement and the Contemplated Transactions are fair to and in the best interests of USI’s stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) recommended that the stockholders of USI vote in favor of, and adopt and approve, this Agreement and the Contemplated Transactions (the “USI Board Recommendation”). The affirmative vote of USI stockholders holding not less than two-thirds of all votes entitled to be cast on the matter at the USI Stockholders Meeting, as defined below (the “USI Stockholder Approval”), is the only vote of the holders of any class or series of USI’s capital stock necessary to approve and adopt this Agreement and the Contemplated Transactions. (c) This Agreement has been duly and validly executed and delivered by Purchaser Parent and US Purchaser each Seller and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)each Seller, enforceable in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than Except for (i) the consents, authorizations, orders, approvals and filings contemplated by USI Stockholder Approval or in connection with the FTC-Related Matters, and except (ii) as listed in set forth on Schedule 5.1(d4.1(d), no material consentconsent (including, but not limited to, consents from parties to the Acquired Contracts), authorization, order, order or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser Sellers and the consummation by Purchasers, Purchaser Parent and US Purchaser Sellers of the transactions contemplated by this Agreement and the Ancillary Agreements. Sellers do not meet or exceed the applicable thresholds under the “size-of-the-persons” test under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. (e) No “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination” or other similar anti-takeover statute or regulation enacted under any federal, state, local or foreign laws applicable to any Seller is applicable to this Agreement or the Contemplated Transactions. The USI Board has taken all actions so that the restrictions contained in the Maryland Business Combination Act (as defined in the MGCL) applicable to a “business combination” (as defined in the Maryland Business Combination Act) will not apply to the execution, delivery or performance of this Agreement and the consummation of the Contemplated Transactions. The USI Board has taken all actions so that the restrictions contained in the Maryland Control Share Acquisition Act (as defined in the MGCL) do not and will not apply to the execution, delivery or performance of this Agreement or the Voting Agreements. No stockholder of USI has the right to demand or receive payment for the fair value of stock of USI held by such stockholder pursuant to any provision of the MGCL or otherwise in connection with the consummation of the Contemplated Transactions.

Authority; Consents. (a) The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary organizational action the Company's Board of Directors and no other corporate proceedings on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser Company or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right Company Subsidiaries are necessary to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound authorize this Agreement or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out consummate the transactions contemplated hereby (other than, with respect to the Merger (unless effected pursuant to Section 253 of the DGCL) the approval and thereby. (c) adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by Purchaser Parent the Company and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the constitutes a legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)the Company, enforceable against the Company in accordance with its respective terms. (b) Upon Company Stockholder Approval (as defined below) (to the extent the Merger is not effected pursuant to Section 253 of the DGCL), except the satisfaction of all other conditions contained herein and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Purchaser with and into the Company. (c) Under the Company's Certificate of Incorporation, By-Laws, the regulations of the New York Stock Exchange, Inc. and other laws and regulations applicable to the Company and the Company Subsidiaries only the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock voting together as such may be limited a single class ("Company Stockholder Approval") is required and sufficient for the approval by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and the Company's stockholders of the transactions contemplated by general equitable principlesthis Agreement (to the extent the Merger is not effected pursuant to Section 253 of the DGCL). (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material No consent, authorizationapproval, orderorder or authorization of, or approval of registration, declaration or filing with (i) any Governmental Authority Entity or (ii) any individual, corporation or other Person entity (including any holder of the Corporation's Securities) is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement hereby, except for (A) the Company Stockholder Approval, (B) the filing of the Certificate of Merger with the Delaware Secretary of State, (C) if applicable, the filing of the Proxy Statement with the Commission in accordance with the Exchange Act, (D) satisfaction of all information and waiting period requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR") and any regulations promulgated thereunder, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state "blue sky", or securities laws and the Ancillary Agreementssecurities laws of any foreign country, (F) those set forth in the Company Disclosure Schedule, and such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on the Corporation.

Authority; Consents. (a) The execution, Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary organizational action the Company's Board of Directors and no other corporate proceedings on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser Company or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right Company Subsidiaries are necessary to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound authorize this Agreement or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and thereby. (c) adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by Purchaser Parent the Company and US Purchaser and isconstitutes a valid, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid legal and binding obligation agreement of Purchasers, Purchaser Parent and US Purchaser (as applicable)the Company, enforceable against the Company in accordance with its respective terms. (b) Upon Company Stockholder Approval (as defined below), except the satisfaction of all other conditions contained herein and the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Newco with and into the Purchaser. (c) Under the Company's Charter, By-Laws, the regulations of the New York Stock Exchange, Inc. and other laws and regulations applicable to the Company and the Company Subsidiaries (i) only the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock voting together as such may a single class ("Company Stockholder Approval") is required and sufficient for the approval by the Company's stockholders of the transactions contemplated by this Agreement; and (ii) statutory appraisal rights will not be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principlesavailable to the holders of any of the Corporation's Securities in connection with the Merger. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material No consent, authorizationapproval, orderorder or authorization of, or approval of registration, declaration or filing with (i) any Governmental Authority Entity or (ii) any individual, corporation or other Person entity (including any holder of the Corporation's Securities) is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated hereby, except for (A) the Company Stockholder Approval, (B) the declaration of effectiveness of the Form S-4 by this Agreement the Commission in accordance with the Securities Act, (C) the filing of the Articles of Merger with the SDAT and the Ancillary AgreementsCertificate of Merger with the Delaware Secretary of State, (D) the filing of the Joint Proxy Statement with the Commission in accordance with the Exchange Act, (E) satisfaction of all information and waiting period requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and any regulations promulgated thereunder, (F) such consents, approvals, orders, authorizations, registrations declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (G) those set forth in the Company Disclosure Schedule ,and such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on the Corporation.

Authority; Consents. (a) The execution, delivery delivery, and performance consummation of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have Seller has been duly authorized by its Board of Directors and stockholders in accordance with all applicable Legal Requirements and the organizational documents of Seller, and at the Closing Date no further action will be necessary organizational action on the part of PurchasersSeller to make this Agreement valid and binding on Seller and enforceable against Seller in accordance with its terms, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision except to the extent that enforcement of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets rights and remedies created hereby may be subjectaffected by bankruptcy, reorganization, moratorium, insolvency, public policy, and similar laws of general application affecting the rights and remedies of creditors and by general equity principles; or (iii) conflict withprovided, result (with or without notice or however, that Seller makes no representation as to the lapse enforceability of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subjectthis Agreement against Owner. (b) Each of PurchasersExcept as set forth on Schedule 5.2, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by Purchaser Parent and US Purchaser and isexecution, delivery, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable), enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery consummation of this Agreement and the Ancillary Agreements by PurchasersSeller (i) is not contrary to the Amended and Restated Certificate of Incorporation of Seller filed with the Secretary of State of the State of Delaware on August 21, Purchaser Parent 2012, as amended, or the operating agreement of Seller, (ii) does not now and US Purchaser will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement, or any other restriction to which Seller is a party or to which any of the Purchased Assets is subject or bound, (iii) will not result in the creation of any Encumbrance on any of the Purchased Assets, and (iv) will not result in any acceleration or termination of any loan or security interest agreement to which Seller is a party or to which Seller or any of the Purchased Assets is subject or bound. Except as may be listed on Schedule 5.2, no approval or consent of any Person is or was required to be obtained by Seller for the authorization of this Agreement or the consummation by Purchasers, Purchaser Parent and US Purchaser Seller of the transactions contemplated by in this Agreement and the Ancillary AgreementsAgreement.

Authority; Consents. (a) Seller has all requisite corporate power and ------------------- authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements hereby have been duly authorized by all necessary organizational corporate and shareholder action on the part of PurchasersSeller. This Agreement has been duly executed and delivered by Seller and the Shareholders and constitutes the valid and binding obligation of Seller and the Shareholders, Purchaser Parent and US Purchaser (enforceable in accordance with its terms. Except as applicableotherwise disclosed on Section 2.3(a) and do not and shall not (i) conflict with or violate any provision of the Articles Seller Schedule, the execution and delivery of Incorporationthis Agreement by Seller does not, Bylaws or other organizational documents and, as of any Purchaserthe Closing, Purchaser Parent or US Purchaserthe consummation of the transactions contemplated hereby will not, (ii) conflict with or result in a any material violation of, or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result material default under (with or without notice or the lapse of time, or both) in a default of, constitute a default under), or create in give rise to a right of termination, cancellation or acceleration of any party obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the right to accelerateOrganization Documents, terminate(ii) any mortgage, modifyindenture, lease, contract or cancelother agreement or instrument or (iii) any permit, or require any notice underconcession, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaserfranchise, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchaserslicense, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by Purchaser Parent and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable), enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material consent, authorizationjudgment, order, decree, statute, law, ordinance, rule or approval regulation applicable to Seller or its properties or assets in the case of clause (ii), other than as would not have a Buyer Harm. Except as otherwise disclosed on Section 2.3(b) of the Seller Schedule, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Authority court, administrative agency or commission or other Person federal, state, county, local or foreign governmental authority, instrumentality, agency or commission having jurisdiction over Seller (a "Governmental Entity"), or any third party, is required by and with respect to Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and hereby, other than whose absence would not have a material adverse effect on the Ancillary Agreementsability of Seller, the Shareholders or Buyer to effectuate the transactions contemplated hereby or otherwise result in a Buyer Harm.

Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchasers and Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Purchasers, Purchasers and Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US PurchaserPurchaser Parent, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser or Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser or Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchasers, Purchasers and Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by Purchaser Holdco, IP Purchaser, and Purchaser Parent and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid and binding obligation of Purchasers, Purchasers and Purchaser Parent and US Purchaser (as applicable)Parent, enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals filings required by the pre-merger notification requirements of the HSR Act and filings contemplated by or in connection with the FTCsimilar non-Related MattersU.S. statutes and regulations, and except as listed in on Schedule 5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchasers and Purchaser Parent and US Purchaser and the consummation by Purchasers, Purchasers and Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; Consents. (a) The execution, delivery and performance by Landlord of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) Lease Documents to which it is a party and the consummation of the transactions contemplated by this Agreement hereby and the Ancillary Agreements thereby have been duly authorized by all necessary organizational requisite corporate, partnership or other action, and no other corporate, partnership or other action on the part of PurchasersLandlord is necessary for the execution, Purchaser Parent delivery and US Purchaser (performance by Landlord of any Lease Document to which it is a party and the consummation by it of the transactions contemplated hereby and thereby. Subject to Article 22, which Article exclusively governs Environmental Health and Safety Matters and except as applicable) disclosed on Schedule E-1 hereto, neither the execution nor the delivery by Landlord of any Lease Document to which it is a party, nor the consummation by any of the transactions contemplated hereby or thereby, nor compliance with nor fulfillment by Landlord of the terms and do not and shall not provisions hereof or thereof, will, except as disclosed on Schedule E-2 hereto, (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision the terms, conditions or provisions of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default underunder (A) the Certificate or Articles of Incorporation, Bylaws, partnership agreement, or create in any party the right to accelerate, terminate, modifyother organizational documents of Landlord, or cancel(B) any lease contract, instrument, mortgage, deed of trust, trust deed or require deed to secure debt evidencing or securing indebtedness for borrowed money, any notice underfinancing lease, any law, rule, regulation, judgment, order, award, decree or impose other restriction of any material penalty or material additional payment obligations under any material Contract kind to which any Purchaser, Purchaser Parent or US Purchaser Landlord is a party or by which it is bound bound, or the Premises is subject, (ii) require Landlord to obtain the consent, approval, authorization or other order or action of, or filing with, any court, governmental authority or regulatory body, (iii) require the consent, approval, authorization or order of any person or entity under, and will not conflict with, or result in the breach, lapse or termination of, or constitute a default under, or result in the acceleration of the performance by Landlord under, any material lease, permit, license, contract, mortgage, deed of trust, trust deed, deed to secure debt, other lease, indenture or other instrument to which any of its assets Landlord is a party or by which the Premises is subject. , (biv) give any party with rights under any instrument, contract (including any sale/leaseback agreement), lease, mortgage, deed or trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction the right to terminate, modify or otherwise change the rights or obligations of any party under such instrument, contract, lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction or (v) require any declaration, filing or registration with any governmental or regulatory authority by Landlord. Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement Lease Document has been duly and validly executed and delivered by Purchaser Parent Landlord and US Purchaser (assuming the due authorization, execution and isdelivery hereof and thereof by the other parties hereto and thereto), and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the constitutes a legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)Landlord, enforceable against Landlord in accordance with its respective terms, terms (except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws affecting creditors’ creditor's rights generally, generally and by laws restricting the availability of equitable remedies and may be subject to general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by principles of equity whether or not such enforceability is considered in a proceeding at law or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(dequity), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; Consents. (a) The execution, Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary organizational action the Purchaser's Board of Directors and no other corporate proceedings on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right Purchaser Subsidiaries are necessary to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound authorize this Agreement or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and thereby. (c) adoption of this Agreement by the holders of a majority of the then outstanding shares of Purchaser Common Stock). This Agreement has been duly and validly executed and delivered by Purchaser Parent and US the Purchaser and isconstitutes a valid, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the legal, valid legal and binding obligation agreement of Purchasers, Purchaser Parent and US Purchaser (as applicable)the Purchaser, enforceable against the Purchaser in accordance with its respective terms. (b) Upon Purchaser Stockholder Approval (as defined below), except the satisfaction of all other conditions contained herein and the filing of the Articles of Merger with the State Department of Assessments and Taxation of the State of Maryland (the "SDAT") and the Certificate of Merger with the Secretary of State of the State of Delaware, this Agreement will result in the valid, legally binding and enforceable statutory merger of Newco with and into the Purchaser. (c) Under the Purchaser's Charter, By-Laws, rules of the Nasdaq Stock Market (National Market) and other applicable laws and regulations to which the Purchaser is subject (i) only the affirmative vote of the holders of at least a majority of the outstanding shares of Purchaser Common Stock voting together as such may a single class ("Purchaser Stockholder Approval") is required and sufficient for the approval by the Purchaser's stockholders of the transactions contemplated by this Agreement; and (ii) statutory appraisal rights will not be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principlesavailable to the holders of any of Sylvan's Securities in connection with the Merger. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(d), no material No consent, authorizationapproval, orderorder or authorization of, or approval of registration, declaration or filing with (i) any Governmental Authority Entity or (ii) any individual, corporation or other Person entity (including any holder of Sylvan Securities) is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated hereby, except for (A) the Purchaser Stockholder Approval, (B) the declaration of effectiveness of the Form S-4 by this Agreement the Commission in accordance with the Securities Act, (C) the filing of the Articles of Merger with the SDAT and the Ancillary AgreementsCertificate of Merger with the Delaware Secretary of State, (D) the filing of the Joint Proxy Statement with the Commission in accordance with the Exchange Act, (E) satisfaction of all information and waiting period requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and any regulations promulgated thereunder, (F) such consents, approvals, orders, authorizations, registrations declarations and filings as may be required under applicable state "blue sky" or securities laws and the securities laws of any foreign country, (G) those set forth in the Purchaser Disclosure Schedule, and (H) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Sylvan.

Authority; Consents. (a) The execution, delivery and performance by Sublandlord of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) Lease Documents to which it is a party and the consummation of the transactions contemplated by this Agreement hereby and the Ancillary Agreements thereby have been duly authorized by all necessary organizational requisite corporate, partnership or other action, and no other corporate, partnership or other action on the part of PurchasersSublandlord is necessary for the execution, Purchaser Parent delivery and US Purchaser performance by Sublandlord of any Lease Document to which it is a party and the consummation by it of the transactions contemplated hereby and thereby. Subject to Section 4.23 of the Master Agreement (as applicablewhich exclusively governs Environmental Health and Safety Matters) and do not except as disclosed on Schedule C-1 hereto, or in the Master Agreement, neither the execution nor the delivery by Sublandlord of any Lease Document to which it is a party, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with nor fulfillment by Sublandlord of the terms and shall not provisions hereof or thereof, will, except as disclosed on Schedule C-1 hereto, (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision the terms, conditions or provisions of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default underunder (A) the Certificate or Articles of Incorporation, Bylaws, partnership agreement, or create in any party the right to accelerate, terminate, modifyother organizational documents of Sublandlord, or cancel(B) any lease, contract, instrument, mortgage, deed of trust, trust deed or require deed to secure debt evidencing or securing indebtedness for borrowed money, any notice underfinancing lease, any law, rule, regulation, judgment, order, award, decree or impose other restriction of any material penalty or material additional payment obligations under any material Contract kind to which any Purchaser, Purchaser Parent or US Purchaser Sublandlord is a party or by which it is bound and the Demised Premises is subject, (ii) require Sublandlord to obtain the consent, approval, authorization or other order or action of, or filing with, any court, governmental authority or regulatory body, (iii) require the consent, approval, authorization or order of any person or entity under, and will not conflict with, or result in the breach, lapse or termination of, or constitute a default under, or result in the acceleration of the performance by Sublandlord under, any material lease, permit, license, contract, mortgage, deed of trust, trust deed, deed to secure debt, other lease, indenture or other instrument to which any of its assets Sublandlord is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and by which the Demised Premises is subject, (iv) give any party with rights under any instrument, contract (including any sale/leaseback agreement), lease, mortgage, deed of trust, trust deed, deed to carry out secure debt, judgment, order, award, decree or other restriction the transactions contemplated hereby and thereby. right to terminate, modify or otherwise change the rights or obligations of any party under such instrument, contract, lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction or (cv) This Agreement require any declaration, filing or registration with any governmental or regulatory authority by Sublandlord. Each Lease Document has been duly and validly executed and delivered by Purchaser Parent Sublandlord and US Purchaser (assuming the due authorization, execution and isdelivery hereof and thereof by the other parties hereto and thereto), and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, the constitutes a legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)Sublandlord, enforceable against Sublandlord in accordance with its respective terms, terms (except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws affecting creditors’ creditor's rights generally, generally and by laws restricting the availability of equitable remedies and may be subject to general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by principles of equity whether or not such enforceability is considered in a proceeding at law or in connection with the FTC-Related Matters, and except as listed in Schedule 5.1(dequity), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; Consents. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by Seller has all necessary organizational action on the part of Purchasers, Purchaser Parent and US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Purchaser, Purchaser Parent or US Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Purchaser, Purchaser Parent or US Purchaser or any of their respective assets may be subject; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any of its assets is subject. (b) Each of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be they are a party and to carry out consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) have been duly authorized by all necessary corporate action on the part of Seller and thereby. (c) no further action is required on the part of Seller to authorize the Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser Parent Seller and US Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by it shall be, constitutes the legal, valid and binding obligation of Purchasers, Purchaser Parent and US Purchaser (as applicable)Seller, enforceable against each party in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or bankruptcy and similar laws affecting creditors’ rights generallyand general principles of equity. The execution and delivery of this Agreement by Seller does not, and by general equitable principles. and, as of the Closing, the consummation of the transactions contemplated hereby (dincluding the exhibits to the Agreement) Other than the consentswill not, authorizationsmaterially conflict with, ordersor result in any material violation of, approvals and filings contemplated by or in connection material default under (with the FTC-Related Mattersor without notice or lapse of time, and except as listed in Schedule 5.1(dor both), no or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, material consentlease, authorizationmaterial contract or other material agreement or other instrument, permit, concession, franchise, material license, judgment, order, decree, statute, law, ordinance, rule or approval of regulation applicable to Seller or their respective properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Authority court, administrative agency or commission or other Person federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission having jurisdiction over Seller ("Governmental Entity") or any third party, is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Purchasers, Purchaser Parent and US Purchaser and or the consummation by Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.hereby. ARTICLE III