Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.

Authority; No Violations; Consents and Approvals. (ia) The Each of the Company Parties has all requisite corporate power and authority to enter into the execute and deliver this Agreement and each other Transaction Documents Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval (as defined in Section 4.1(c)(iii))Approval, to consummate the transactions contemplated in the Transaction Documentsperform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Documents Document to which any Company Party is a party and the consummation by each Company Party of the transactions contemplated thereby Transactions have been duly authorized by all necessary corporate action on the part of each of the Company, Company Parties (subject, if required only with respect to the consummation of the MergerMergers, to the obtaining Company Stockholder Approval), unless subject to the Merger may be effected pursuant to Section 253 filing of the DGCLCertificates of Merger with the Office of the Secretary of State of the State of Delaware. The This Agreement and each other Transaction Documents have Document to which any Company Party is a party has been duly executed and delivered by each applicable Company Party, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Company andParty is a party by the other parties hereto and thereto, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, with respect as to the consummation of the Mergerenforceability, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or in equity)series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers. (iib) Except as set forth on Schedule 4.1(c)The execution, the execution delivery and delivery performance of the this Agreement and each other Transaction Documents Document to which any Company Party is a party does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (Ai) contravene, conflict with, with or result in a breach or violation of any provision of the Organizational Documents of the Company (assuming Company Stockholder Approval is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination) of or default under, cancellation the creation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Encumbrance upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any comparable charter of its Subsidiaries under, any provision of any loan or organizational documents credit agreement (subject, in the case of the Company Credit Facility, to the payoff and termination thereof prior to or substantially concurrently with Closing), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (Biii) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications Consents referred to in paragraph (iii) of this Section 4.1(c) 4.4 are duly and timely obtained or made and, if required, the and Company Stockholder Approval has been obtained, contravene, conflict with or result in a breach or violation of any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1ii) and (2) for iii), any Violations thatsuch contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iiic) No consentExcept for this Agreement, approvalthe Company Parties are not party to any contract, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission arrangement or other governmental authority commitment that would or instrumentality, domestic would reasonably be expected to entitle any Person to appoint one or foreign (a "Governmental Entity"), is required by or with respect more directors to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Parent Board.

Authority; No Violations; Consents and Approvals. (i) The Company Atrium has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), this Agreement and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLAtrium. The Transaction Documents have This Agreement has been duly executed and delivered by the Company Atrium and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party such constitutes the valid and binding agreement of Parent or Sub, constitute the other parties hereto constitutes a valid and binding obligations obligation of the Company Atrium enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company Atrium will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), Violation pursuant to any provision of the Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries Atrium or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) 4.3 are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Atrium or any of its Subsidiaries or their respective properties or assets (collectively, "Laws")assets, except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyAtrium, materially impair the ability of the Company Atrium to perform its obligations under any of the Transaction Documents hereunder or perform its obligations hereunder or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyhereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company or any of its Subsidiaries Atrium in connection with the its execution and delivery of any of the Transaction Documents by the Company this Agreement or the consummation by the Company Atrium of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger notification and report form by the Company filings under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; and (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.ISRA.

Authority; No Violations; Consents and Approvals. (ia) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject execute and deliver this Agreement and to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documentsperform its obligations hereunder. The execution and delivery of this Agreement by the Transaction Documents Company and the consummation by the Company of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required only with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subjectassuming the due and valid execution of this Agreement by Xxxxxx and Merger Sub, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is constitutes a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and holders of Company Common Stock, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (such recommendation described in this clause (iii), the “Company Board Recommendation”). The Company Stockholder Approval is the only vote of the holders of any class or in equity)series of the Company Capital Stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. (iib) Except as set forth on Schedule 4.1(c)The execution, the execution delivery and delivery performance of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (A) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), (i) undercontravene, conflict with or give rise to result in a violation of any material provision of the Organizational Documents of the Company (assuming that the Company Stockholder Approval is obtained) or any of its Subsidiaries, (ii) assuming the consummation of the actions described in Section 6.17, with or without notice, lapse of time or both, result in a violation of, a termination (or right of termination) of or default under, cancellation the creation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Encumbrance upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any comparable charter of its Subsidiaries under, any provision of any loan or organizational documents credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (Biii) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications Consents referred to in paragraph (iii) of this Section 4.1(c) 4.4 are duly and timely obtained or made and, if required, and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of the foregoing clauses (1ii) and (2) for iii), any Violations thatsuch contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated therebyEffect. The Board of Directors of the Company has taken all actions necessary under the DGCLis not party to any contract, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission arrangement or other governmental authority commitment that does or instrumentality, domestic would entitle any Person to appoint one (1) or foreign (a "Governmental Entity"), is required by or with respect more directors to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Board.

Authority; No Violations; Consents and Approvals. (i) The Each of the Company and New Holdco has all requisite corporate power and authority to enter into the Transaction Documents and, subject execute and deliver this Agreement and each Ancillary Agreement to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it is a party and to consummate the transactions contemplated in the Transaction Documentshereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents Ancillary Agreements to which it is a party by each of the Company and New Holdco and the consummation by the Company and New Holdco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company action on the part of the Company, subjectincluding the written consent of TPG Accolade, if required with respect to the consummation L.P., a Delaware limited partnership (“Company Sponsor”) in its capacity as a member of the MergerCompany, to the Company Stockholder Approvaland New Holdco. This Agreement and, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents when executed, each applicable Ancillary Agreement, has been, or shall have been been, as applicable, duly executed and delivered by the Company and New Holdco and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or Subthe other parties hereto, constitute constitutes a valid and binding obligations obligation of each of the Company and New Holdco enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company hereby will not (A) conflict withnot, 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or result in the creation of a lienany Encumbrance upon any of the properties or assets of New Holdco or the Company or any of its Subsidiaries under, pledgeany provision of (A) the Company Certificate of Formation or Company LLC Agreement, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to B) any provision of the Certificate comparable Organizational Documents of Incorporation New Holdco or By-Laws any of the Company or any comparable charter or organizational documents of its Subsidiaries or Company’s Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1C) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, leasecontract, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (2D) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.1(c)(iii) are duly and timely obtained or made, any judgment, permit, order, decree, statute, law, ordinance, rule or regulation of any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other body having governmental or quasi-governmental or adjudicatory powers or any (public or private) arbitrator or arbitral body (a “Governmental Entity”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1B), (C) and (2) for D), any Violations thatsuch violations, defaults, acceleration, losses, or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amended (the "HSR Act")and any other applicable Premerger Notification Rules, and the expiration or termination of the applicable waiting period thereunderperiod, any required approvals or clearances or compliance with any suspensory obligation with respect thereto; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate Certificates of Merger with the Office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" ” or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under by any environmentalsecurities, health corporate or safety law other law, rule or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (Gset forth on Schedule 3.1(c) the approval of this Agreement by the holders of a majority of the outstanding Shares Company Disclosure Schedule and ("F) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or make would not be reasonably likely to have, individually or in the aggregate, a Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (ia) The Company Each Contributor has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), execute and deliver this Agreement and to consummate the transactions contemplated Transactions applicable to such Contributor. Any and all approvals by the direct and indirect owners of such Contributor necessary or appropriate for such Contributor to consummate the Transactions have been received and are in the Transaction Documentsfull force and effect. The execution and delivery of the Transaction Documents this Agreement by such Contributor and the consummation by each Contributor of the transactions contemplated thereby Transactions applicable to such Contributor have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLsuch Contributor. The Transaction Documents have This Agreement has been duly executed and delivered by the Company such Contributor and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or Subthe other Parties, constitute constitutes a valid and binding obligations obligation of the Company such Contributor enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity(collectively, “Creditors’ Rights”). (iib) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (A) conflict withnot, 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 (including pursuant to any put right) of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit underunder (or right of such Contributor to own or use any assets or properties required for the conduct of its businesses), or result in (or give rise to) the creation of a lienany Encumbrance or any rights of termination, pledgecancellation, security interest preferential purchase rights, first offer or other encumbrance on assets or propertyfirst refusal, or right of first refusal in each case, with respect to the Transferred Interests or the assets of any asset or property (any such conflictTransferred Entity, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to under any provision of (i) the Certificate Organizational Documents of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or such Contributor, (Bii) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits approvals and filings or notifications notices referred to in paragraph Section 4.2(d) and Section 5.3(c) (iiiin each case, including Immaterial Consents) and Schedule 4.2(d) and Schedule 5.3(c) of this Section 4.1(c) the Contributor Disclosure Letter are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which such Contributor is a party or by which such Contributor’s properties or assets are bound or (2iii) assuming the consents, approvals, orders, authorizations, notices, registrations, declarations, filings or permits referred to in Section 4.3, Section 5.4 and Schedule 4.3 and Schedule 5.4 of the Contributor Disclosure Letter are duly and timely obtained or made, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company such Contributor or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1ii) and (2iii), any such violations, defaults, acceleration, losses, suspensions, limitations, impairments, Encumbrances or rights that (A) for any Violations thathave not had, individually or in the aggregate, would not have a Contributor Material Adverse Effect on the Company, materially impair the ability or (B) have not had and are not reasonably likely to result in any loss of the Company to perform its obligations under (i) any of the Transaction Documents Transferred Interests or prevent the consummation (ii) any material assets of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyTransferred Entity. (iiic) Each Contributor is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the Organizational Documents of such Contributor, except for defaults or violations that (i) have not had, individually or in the aggregate, a Contributor Material Adverse Effect or (ii) have not had and are not reasonably likely to result in, individually or in the aggregate, any loss, cost or liability to Parent Parties in excess of $1,000,000. (d) No consent, approval, order consent or authorization ofapproval from, or registration, declaration or filing with, notice to, any third party (other than a Governmental Entity or permit from any courtdirect or indirect owners of such Contributor) under any material loan or credit agreement, administrative agency or commission note, bond, mortgage, indenture, lease or other governmental authority agreement, permit, franchise or instrumentality, domestic license to which such Contributor is now a party or foreign (a "Governmental Entity"), is required by or with respect to the Company which such Contributor or any of its Subsidiaries properties or assets is bound is required to be obtained or made by such Contributor in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company such Contributor or the consummation by the Company such Contributor of the transactions contemplated therebyTransactions applicable to such Contributor, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.than Immaterial Consents.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents execute and deliver this Agreement and, subject subject, with respect to consummation of the Merger, to adoption of this Agreement by the stockholders of the Company Stockholder Approval (as defined in Section 4.1(c)(iii))accordance with the DGCL and the Company Certificate of Incorporation and Company Bylaws, to consummate the transactions contemplated in the Transaction DocumentsMerger. The execution and delivery of this Agreement by the Transaction Documents Company and the consummation by the Company of the transactions contemplated thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to adoption of this Agreement by the stockholders of the Company Stockholder Approval, unless in accordance with the Merger may be effected pursuant to Section 253 DGCL and the Company Certificate of the DGCLIncorporation and Company Bylaws. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (A) conflict withnot, 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or result in the creation of a lienany Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of (A) the Certificate of Incorporation or By-Laws Bylaws or any provision of the Company or any comparable charter or organizational documents of its any of (i) the Company or the Company’s Significant Subsidiaries or (ii) any other Subsidiary of the Company, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (2C) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.1(c)(iii) are duly and timely obtained or made and the adoption of this Agreement by the stockholders of the Company has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation of any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1A)(ii), (B) and (2C), (1) for any Violations thatsuch violations, defaults, acceleration, losses, or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, would not have a Company Material Adverse Effect or a material and adverse effect on the Company, materially impair the ’s ability of the Company to perform its obligations under this Agreement or to consummate the Merger and (2) any of such violations, defaults, acceleration, losses or Encumbrances resulting from the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyFinancing. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyTransactions, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) any such consents, approvals, orders, authorizations, registrations, declarations, filings or permits required in connection with the Financing; (C) the filing with the SEC of (1) the Proxy Statement a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting, meeting of the stockholders of the Company to be held in connection with adoption of this Agreement (the “Proxy Statement”) and (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated herebyTransactions; (CD) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and appropriate documents Delaware; (E) filings with the relevant authorities of other states in which the Company does businessNew York Stock Exchange, Inc.; (DF) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" ” or takeover laws; (EG) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under by any environmentalforeign premerger notification or competition, health securities, corporate or safety law other law, rule or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (Gset forth on Schedule 3.1(c) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval")Disclosure Letter; and (H) any such filingsconsent, consentsapproval, approvals order, authorization, registration, filing, or permit that the failure to obtain or make would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or a material and authorizations adverse effect on the Company’s ability to perform its obligations under this Agreement or to consummate the New Jersey Industrial Site Recovery Merger. (iv) Except as set forth in Schedule 3.1(d) of the Company Disclosure Letter, none of the Company’s Subsidiaries is, or has at any time since January 1, 2005 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. With respect to the filings pursuant to the requirements of Section 13(a) or 15(d) of the Exchange Act with the SEC of each Person set forth in Schedule 3.1(d) of the Company Disclosure Letter made at any time between January 1, 2005 and the date hereof (the “Subsidiary SEC Documents”), as of their respective dates, each of the Subsidiary SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, N.J.as the case may be, and the rules and regulations of the SEC thereunder applicable to such Subsidiary SEC Documents, and none of the Subsidiary SEC Documents contained, when filed, or if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Authority; No Violations; Consents and Approvals. (ia) The Company has Each of Contributor and Raptor (the “Contributor Parties”) have all requisite corporate organizational power and authority to enter into the Transaction Documents and, subject execute and deliver this Agreement and to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documentsperform their respective obligations hereunder. The execution and delivery of this Agreement by each of the Transaction Documents Contributor Parties, and the consummation by each of the transactions contemplated thereby Contributor Parties of the Transactions, have been duly authorized by all necessary corporate limited partnership and limited liability company action on the part of the Company, subject, if required with respect to the consummation each of the MergerContributor Parties, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLas applicable. The Transaction Documents have This Agreement has been duly executed and delivered by each of the Contributor Parties, and, assuming the due and valid execution of this Agreement by the Company andand the Partnership, constitutes a valid and binding obligation of each of the Contributor Parties, enforceable against each of the Contributor Parties in accordance with its terms, subject, with respect as to the consummation of the Mergerenforceability, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' rights generally ’ rights, and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law Law (collectively, “Creditors’ Rights”). No approvals that have not already been obtained are necessary on the part of any of the partners, members, or other holders of Interests in equity)Contributor and the Contributor Subsidiaries to approve this Agreement and the Transactions, and true, complete, and correct copies of such approvals have been delivered to the Company. (iib) Except as set forth on Schedule 4.1(c)The execution, the execution delivery, and delivery performance of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (A) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), (i) undercontravene, conflict with, or give rise to result in a violation of any provision of the Organizational Documents of Contributor or any of the Contributor Subsidiaries, (ii) with or without notice, lapse of time or both, result in a violation of, a termination (or right of termination) of, cancellation or default under, the creation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or result in the creation of a lienany Encumbrance upon, pledgeany of the properties or assets of Contributor or any of the Contributor Subsidiaries under, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligationpermit, instrumentfranchise, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company which Contributor or any of its the Contributor Subsidiaries is a party, or by which Contributor or any of the Contributor Subsidiaries or their respective properties or assets are bound, or (collectivelyiii) assuming the Consents referred to in Section 3.4 are duly and timely obtained or made, "Laws")contravene, except conflict with, or result in a violation of any Law applicable to Contributor or any of the Contributor Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (1ii) and (2) for iii), any Violations thatsuch contraventions, conflicts, violations, defaults, acceleration, Losses, or Encumbrances that has not had and would not have, individually or in the aggregate, would not have a Contributor Material Adverse Effect on the CompanyEffect. None of Contributor, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization ofContributor Subsidiary, or registrationany partner or other holder of Interests in Contributor, declaration or filing withis a party to any contract, notice toarrangement, or permit from other commitment that would or would reasonably be expected to entitle any court, administrative agency Person to appoint one or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect more directors to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Board.

Authority; No Violations; Consents and Approvals. (ia) The Company Each Purchaser Party has all requisite corporate power the corporate, limited partnership or limited liability company power, as applicable, and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it is a party and to consummate the transactions contemplated in the Transaction Documentshereby or thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. Purchaser Parties. (b) The Transaction Documents to which each Purchaser Party is a party have been duly executed and delivered by the Company each such entity, and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company each such entity enforceable in accordance with their respective terms and conditions terms, except that the enforcement thereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' rights generally and (b) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equityLaw). (iic) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents by each Purchaser Party do not, and the consummation of the transactions contemplated thereby by hereby or thereby, and compliance with the Company provisions hereof or thereof, will not (A) 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Encumbrance upon any of the properties or assets of such parties under, require the consent or approval of any third party or otherwise result in a lienmaterial detriment to such parties under, pledgerequire the consent or approval of any third party or otherwise result in a material detriment to such parties under, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of (A) the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or such entity, (B) except as any Material Contract applicable to which requisite waivers such entity, its properties or consents have been obtained and assets or any guarantee by such entity, (C) any joint venture or other ownership arrangement applicable to such entity or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(cSECTION 4.2(d) are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to the Company such entity or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1B), (C) and (2) for D), any Violations such conflicts, violations, defaults, rights, Encumbrances or detriments that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, reasonably be expected to materially impair or delay the ability of the Company such entity to perform its obligations hereunder or under any of the other Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated hereby or thereby. (iiid) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company or any of its Subsidiaries a Purchaser Party in connection with the execution and delivery of any by such entity of the Transaction Documents by the Company to which such entity is a party or the consummation by the Company such entity of the transactions contemplated hereby or thereby, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Exchange Act and such other compliance with the Securities Act and the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (DB) such filings and approvals as may be required by any applicable state securitiesEnvironmental Laws; (C) filings under the HSR Act, "blue sky" if applicable; (D) filings necessary to obtain the Enterprise Chamber approval or takeover laws; otherwise required by the Protocol or applicable Dutch Law and (E) any such filings in connection with consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make would not reasonably be expected to materially impair or delay the ability of such entity to perform its obligations hereunder or under any state or local tax which is attributable to the beneficial ownership of the Company's other Transaction Documents or its Subsidiaries' real property, if prevent the consummation of any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or of the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby or thereby.

Authority; No Violations; Consents and Approvals. (i) The Company Each of the Guarantors has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), this Agreement and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLGuarantors. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub Guarantors and (assuming this Agreement is duly executed and delivered by the Company) constitutes a party constitutes the valid and binding agreement obligation of Parent or Sub, constitute valid and binding obligations each of the Company Guarantors enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the Merger and the other transactions contemplated thereby hereby by each of the Company Guarantors, following the satisfaction or waiver of the conditions set forth in Article VI, will not not: (A) violate any provision of the formation documents of each of the Guarantors, (B) 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 (including pursuant to any put right) of any obligation obligation; or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, Lien or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), ) pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concession, franchise or license or (2C) any judgment, order, decree, statute, law, ordinance, rule or regulation law applicable to each of the Company Guarantors or any its respective property or assets, which has or could reasonably be expected to have a Material Adverse Effect on each of its Subsidiaries the Guarantors; provided, however, that no representation or their respective properties or assets (collectively, "Laws"), except warranty is made in the case of foregoing clauses (1B) and (2C) for any Violations with respect to matters that, individually or in the aggregate, would will not have a Material Adverse Effect on the Company, materially impair the ability each of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyGuarantors. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries Guarantor in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company such Guarantor or the consummation by the Company such Guarantor of the transactions contemplated therebyhereby, except for (A) the filing of a pre-merger notification and report form by the Company filings under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; , (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; Delaware, (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; , (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement and the Merger pursuant to applicable laws governing health maintenance organizations, limited service health organizations, and insurance holding companies set forth in the Disclosure Schedule, and (F) the filing of a Form A Statement Regarding the Acquisition of Control of a Domestic Insurer with the Texas and Arizona Departments of Insurance and the approval thereof by the holders Texas and Arizona Directors of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Insurance.

Authority; No Violations; Consents and Approvals. (i1) The Company Board of Directors of WRI has approved the Merger and this Agreement. WRI has and will have all requisite corporate power and authority to enter into this Agreement and the Transaction Ancillary Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))extent it is a party thereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated in the Transaction Documentshereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which WRI is a party, the Transaction Documents performance of obligations hereunder and thereunder by WRI and the consummation of the transactions Transactions and the other contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLWRI. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLWRI and constitutes, and assuming that each of the Transaction Ancillary Documents to which Parent or Sub WRI is a party constitutes the valid when executed and binding agreement of Parent or Subdelivered by WRI, constitute will constitute, valid and binding obligations of the Company WRI, enforceable against WRI in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable terms, subject, in each case, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in assuming such documents constitute a proceeding at law or in equityvalid and binding obligation on the other parties thereto). (ii2) Except as set forth on Schedule 4.1(c), the The execution and delivery of this Agreement and the Transaction Ancillary Documents to which WRI is a party do not, and the consummation of the Transactions and the other transactions contemplated hereby and thereby by and compliance with the Company provisions hereof and thereof will not (A) not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or change the rights or obligations of any party under, or give rise to a right of termination, cancellation or acceleration (including pursuant to any put right) of any obligation or to the loss of a material benefit under, or result in the creation of a lienany Lien upon any of the properties or assets of the Gas Business under, pledgeany provision of (A) the certificates of incorporation or bylaws of WRI, security interest or other encumbrance on assets or propertyWestar, MCMC, as amended, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter charters or organizational documents of its any of the respective Subsidiaries of Westar or MCMC, (B) except as subject to which requisite waivers obtaining the third-party consents set forth in Section 4.2(d)(2) of the WRI Disclosure Schedule and the assignments of contracts, in the manner contemplated by Section 1.6 of this Agreement (the "WRI Required Consents"), any loan or consents have been obtained and credit agreement, note, bond, mortgage, indenture, lease or other material agreement, instrument, permit, franchise or license applicable to WRI with respect to the Gas Business and/or the Transferred Subsidiaries, or (C) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c4.2(d)(3) are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to WRI with respect to the Company Gas Business and/or any of the Transferred Subsidiaries or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses clause (1B) and or (2) for C), any Violations such conflicts, violations, defaults, rights or Liens, that, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyGas Business, materially impair the ability of the Company WRI to perform its obligations hereunder or under any of the Transaction Documents Ancillary Document to which WRI is a party or prevent the consummation of any of the Transactions and the other transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated hereby or thereby. (iii3) No Except as set forth in Section 4.2(d)(3) of the ONEOK Disclosure Schedule no notice, report, consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to WRI relating to the Company or Gas Business and/or any of its the Transferred Subsidiaries or NewCorp in connection with the execution and delivery by WRI of this Agreement or any of the Transaction Documents by the Company Ancillary Document to which WRI is a party, or the consummation by WRI of the Company Transactions and the other transactions contemplated hereby or thereby, as to which the failure to obtain or make would have a Material Adverse Effect on the Gas Business or prevent or materially burden or materially impair the ability of WRI or the Transferred Subsidiaries to consummate the transactions contemplated therebyby this Agreement, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company WRI under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' MeetingForm S-4, (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Exchange Act and such other compliance with the Securities Act and the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the Transactions and the other transactions contemplated hereby, and the obtaining from the SEC of such orders as may be so required; (C) a filing for a determination by the SEC or its Staff in the form of an order or a no-action letter that WRI will not be a holding company under Section 2(a)(7) of the 1935 Act for the purposes of the 1935 Act as a result of the Merger and the obtaining of such an order or no-action letter from the SEC or its Staff to such effect; (D) the approval of the Merger by the SEC under Section 9(a)(2) of the 1935 Act; (E) filings with, and the approvals of, or notices to, the KCC and the OCC, (F) in the case of NewCorp, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Oklahoma; (G) filings with, and appropriate documents approval of, the New York Stock Exchange ("NYSE") in connection with the relevant authorities listing of other states in which the Company does businessNewCorp Stock; (DH) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (EI) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under in connection with the transfer of WRI's municipal franchises with respect to the Gas Business; and (J) such filings and approvals as may be required by any environmental, health or safety law or regulation pertaining to any other premerger notification, disclosure securities, corporate or required approval necessitated by the Merger other law, rule or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.regulation.

Authority; No Violations; Consents and Approvals. (ia) The Company Each Contributor has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), execute and deliver this Agreement and to consummate the transactions contemplated Transactions applicable to such Contributor. Any and all approvals by the direct and indirect owners of such Contributor necessary or appropriate for such Contributor to consummate the Transactions have been received and are in the Transaction Documentsfull force and effect. The execution and delivery of the Transaction Documents this Agreement by such Contributor and the consummation by each Contributor of the transactions contemplated thereby Transactions applicable to such Contributor have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLsuch Contributor. The Transaction Documents have This Agreement has been duly executed and delivered by the Company such Contributor and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or Subthe other Parties, constitute constitutes a valid and binding obligations obligation of the Company such Contributor enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity(collectively, “Creditors’ Rights”). (iib) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (A) conflict withnot, 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 (including pursuant to any put right) of any material obligation or the loss loss, suspension, limitation or impairment of a material benefit underunder (or right of such Contributor to own or use any assets or properties required for the conduct of its businesses), or result in (or give rise to) the creation of a lienany Encumbrance or any rights of termination, pledgecancellation, security interest preferential purchase rights, first offer or other encumbrance on assets or propertyfirst refusal, or right of first refusal in each case, with respect to the Transferred Interests or the assets of any asset or property Transferred Entity, including the Grenadier PSA (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"but not the Grenadier Assets), pursuant to under any provision of (i) the Certificate Organizational Documents of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or such Contributor, (Bii) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits approvals and filings or notifications notices referred to in paragraph Section 4.2(d) and Section 5.3(c) (iiiin each case, including Immaterial Consents) and Schedule 4.2(d) and Schedule 5.3(c) of this Section 4.1(c) the Contributor Disclosure Letter are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which such Contributor is a party or by which such Contributor’s properties or assets are bound or (2iii) assuming the consents, approvals, orders, authorizations, notices, registrations, declarations, filings or permits referred to in Section 4.3, Section 5.4 and Schedule 4.3 and Schedule 5.4 of the Contributor Disclosure Letter are duly and timely obtained or made, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company such Contributor or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1ii) and (2iii), any such violations, defaults, acceleration, losses, suspensions, limitations, impairments, Encumbrances or rights that (A) for any Violations thathave not had, individually or in the aggregate, would not have a Contributor Material Adverse Effect on the Companyor (B) have not had and are not reasonably likely to result in any loss of (i) any Transferred Interests, materially impair the ability of the Company to perform its obligations under (ii) any of the Transaction Documents or prevent the consummation material assets of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyTransferred Entity or (iii) any material Grenadier Assets. (iiic) Each Contributor is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the Organizational Documents of such Contributor, except for defaults or violations that (i) have not had, individually or in the aggregate, a Contributor Material Adverse Effect or (ii) have not had and are not reasonably likely to result in, individually or in the aggregate, any loss, cost or liability to Parent Parties in excess of $1,000,000. (d) No consent, approval, order consent or authorization ofapproval from, or registration, declaration or filing with, notice to, any third party (other than a Governmental Entity or permit from any courtdirect or indirect owners of such Contributor) under any material loan or credit agreement, administrative agency or commission note, bond, mortgage, indenture, lease or other governmental authority agreement, permit, franchise or instrumentality, domestic license to which such Contributor is now a party or foreign (a "Governmental Entity"), is required by or with respect to the Company which such Contributor or any of its Subsidiaries properties or assets is bound is required to be obtained or made by such Contributor in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company such Contributor or the consummation by the Company such Contributor of the transactions contemplated therebyTransactions applicable to such Contributor, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.than Immaterial Consents.

Authority; No Violations; Consents and Approvals. (ia) The Company Moneytech has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), execute and deliver this Agreement and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of this Agreement and each of the Transaction Documents agreements required to be executed in connection herewith, and the consummation of the transactions contemplated thereby hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation Moneytech. This Agreement and each of the Merger, agreements required to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents executed in connection herewith have been duly executed and delivered by the Company andMoneytech and Xxxxx and constitutes a legal, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement obligation of Parent or Subeach of them enforceable, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions its terms, except that the enforcement thereof as enforceability may be limited by (a) applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to affecting creditors' rights generally generally, and by the exercise of judicial discretion in accordance with equitable principles. (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement by Moneytech does not, and the consummation by Moneytech of the transactions contemplated thereby by hereby and compliance with the Company provisions hereof will not (A) 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 (including pursuant to any put right) of any obligation or to the loss of a material benefit under, or result in the creation of a any lien, pledgesecurity interest, security interest charge or other encumbrance on upon any of the properties or assets of Moneytech or property, any of its Subsidiaries under any provision of (A) the Constitution of Moneytech or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter constitution or organizational documents of any of its Subsidiaries or Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, leaselease or other contract, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, permit, concession, clearance, approval, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws")Moneytech, except in the case of clauses (1) and (2) for any Violations thatwhere such violation, individually breach or in the aggregate, default would not reasonably be expected to have a Material Adverse Effect on Moneytech and the CompanySubsidiaries on a consolidated basis or (C) any Australian, materially impair foreign, federal, state or local order, statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Entity (as defined herein) (each, a “Law” and collectively, the ability of the Company “Laws”) applicable to perform its obligations under Moneytech, any of the Transaction Documents Subsidiaries or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebytheir respective properties or assets. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any Australian, U.S. or other court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign instrumentality (a "“Governmental Entity"”), is required by by, or with respect to the Company or any of its Subsidiaries to, Moneytech in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company Moneytech or the consummation by the Company Moneytech of the transactions contemplated therebyhereby, as to which the failure to obtain or make would have a Material Adverse Effect on Moneytech, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "“blue sky" ” or takeover laws; laws or (EB) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under in any environmental, health jurisdiction where Moneytech is qualified or safety law authorized to do business as a foreign corporation in order to maintains such qualification or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.authorization.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents execute and deliver this Agreement and, subject subject, with respect to consummation of the Merger, to adoption of this Agreement by the stockholders of the Company Stockholder Approval (as defined in Section 4.1(c)(iii))accordance with the DGCL and the Company Certificate of Incorporation and Company Bylaws, to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of this Agreement by the Transaction Documents Company and the consummation by the Company of the transactions contemplated thereby hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to adoption of this Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Requisite Stockholder Vote”) in accordance with the DGCL and the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 Certificate of the DGCLIncorporation and Company Bylaws. The Transaction Documents have This Agreement has been duly and validly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the execution and delivery The board of directors of the Transaction Documents Company (the “Board”) has unanimously, by resolutions duly adopted at a meeting duly called and held (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby by hereby, including the Merger, (iii) directed that the Company submit the adoption of this Agreement to a vote of the stockholders of the Company in accordance with the terms of this Agreement, (iv) subject to Section 4.2 and Section 5.3, resolved to recommend that the stockholders of the Company adopt this Agreement at the meeting of the stockholders and (v) approved this Agreement and the Merger for purposes of Section 203 of the DGCL such that no stockholder approval (other than the Requisite Stockholder Vote) shall be required to consummate the Merger or the other transactions contemplated by this Agreement or to permit the Company to perform its obligations hereunder, which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn in any way. (iii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (A) conflict withnot, 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 of, or result in termination, modification, cancellation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Encumbrance upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any of its Subsidiaries under, any provision of (A) the Company Certificate of Incorporation or Company Bylaws or any provision of the comparable charter or organizational documents of its Subsidiaries or any of the Company’s Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, assuming the consents set forth on Schedule 3.1(d) of the Company Disclosure Schedule are duly and timely obtained or (2C) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.1(d)(iv) are duly and timely obtained or made and the adoption of this Agreement by the stockholders of the Company has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation of any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")except, except in the case of clauses (1B) and (2) for C), other than any Violations thatsuch violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) the filing with the SEC of (1) the Proxy Statement a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting, meeting of the stockholders of the Company to be held in connection with the Merger (the “Proxy Statement”) and (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) filings with the NASDAQ Stock Market, LLC; (E) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" ” or takeover laws; (EF) such filings in connection with any state or local tax which is attributable to the beneficial ownership consents set forth on Schedule 3.1(d) of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains Company Disclosure Schedule with respect to a Governmental Entity; and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) any such other consent, approval, order, authorization, registration, filing, or permit that the approval of this Agreement by failure to obtain or make would not reasonably be expected to have, individually or in the holders of aggregate, a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company Each of the Purchaser Parties has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it is a party and to consummate the transactions contemplated in the Transaction Documentshereby or thereby. The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of each Purchaser Party. Except as have been obtained, no consent or approval of any Purchaser Party’s shareholders or members is required in order for such Purchaser Party to execute and deliver the Company, subject, if required with respect Transaction Documents to which such Purchaser Party is a party or to consummate the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. transactions contemplated hereby and thereby. (ii) The Transaction Documents to which any of the Purchaser Parties are a party have been duly executed and delivered by such Purchaser Party, as the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger case may be effected pursuant to Section 253 of the DGCLbe, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of such Purchaser Party, as the Company case may be, enforceable in accordance with their respective terms and conditions terms, except that the enforcement thereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) by the exercise of judicial discretion in accordance with general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equityLaw). (iiiii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents to which it is a party by each of the Purchaser Parties, as the case may be, does not, and the consummation of the transactions contemplated thereby by hereby or thereby, and compliance with the Company provisions hereof or thereof, will not (A) 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of such Purchaser Party under, require the consent or approval of any third party or otherwise result in a lienmaterial detriment to such Purchaser Party under, pledgerequire the consent or approval of any third party or otherwise result in a material detriment to such Purchaser Party under, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of (A) the Certificate of Incorporation respective charter, by-laws or By-Laws of the Company or any comparable charter or other organizational documents of its Subsidiaries or such Purchaser Party, (B) except as any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument applicable to which requisite waivers such Purchaser Party, its respective properties or consents have been obtained and assets or any guarantee by such Purchaser Party, (C) any joint venture or other ownership arrangement or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c3.2(b)(iv) are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to the Company such Purchaser Party or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1B), (C) and (2) for D), any Violations such conflicts, violations, defaults, rights, Liens, detriments or failure to obtain any such consent that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, reasonably be expected to materially impair or delay the ability of the Company such Purchaser Party to perform its obligations hereunder or under any of the other Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated hereby or thereby. (iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company or any of its Subsidiaries Purchaser Party in connection with the execution and delivery of any by such Purchaser Party of the Transaction Documents by the Company to which such Purchaser Party is a party or the consummation by the Company such Purchaser Party of the transactions contemplated hereby or thereby, except for for: (A) the filing of a pre-merger notification and report form by the Company under Articles of Merger with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), Maryland Department and the expiration or termination OP Merger Certificate with the Secretary of the applicable waiting period thereunderState of Delaware; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Exchange Act and such other compliance with the Securities Act and the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" ” Laws, Takeover Statute or takeover lawsEnvironmental Laws; (D) filings under the HSR Act, if applicable; and (E) any such filings in connection with consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make would not reasonably be expected to materially impair or delay the ability of such Purchaser Party to perform its obligations hereunder or under any state or local tax which is attributable to the beneficial ownership of the Company's other Transaction Documents or its Subsidiaries' real property, if prevent the consummation of any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or of the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby or thereby.

Authority; No Violations; Consents and Approvals. (ia) The Company has all requisite corporate power and authority to enter into the Transaction Documents execute and deliver this Agreement and, subject to the Requisite Company Stockholder Approval (as defined in Section 4.1(c)(iii))Vote, to consummate the transactions contemplated in Merger and the Transaction DocumentsTransactions. The execution execution, delivery and delivery performance by the Company of the Transaction Documents this Agreement and the consummation by the Company of the transactions contemplated thereby Merger and the Transactions have been duly authorized by all necessary the Company Board and the Company Special Committee, and no other corporate action on the part of the CompanyCompany is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Merger and the Transactions, subjectin each case, if required with respect subject only to the consummation approval and adoption of this Agreement, the Merger and the Transactions by the Requisite Company Vote and the filing of the Certificate of Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law or in equity(collectively, “Creditors’ Rights”). (b) The Company Special Committee is composed of three members of the Board who are not affiliated with Parent or Merger Sub and are not members of the Company’s management. The Company Board and the Company Special Committee, at meetings duly called, have (i) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, the Company’s stockholders (other than the holders of the Excluded Shares and Insider Shares), (ii) Except as set forth on Schedule 4.1(c)approved the advisability of the Merger, and the execution and delivery of this Agreement by the Transaction Documents Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the transactions contemplated thereby by Merger upon the terms and conditions set forth herein, and (iii) resolved, subject to Section 6.2, to recommend that the holders of Company Common Stock approve and adopt this Agreement and the Transactions, including the Merger in accordance with the DGCL (the “Board Recommendation”). The Company Board, acting upon the recommendation of the Company Special Committee, has directed that this Agreement be submitted to the holders of Company Common Stock. The Requisite Company Vote is the only vote of the holders of any class or series of the Company’s capital stock of the Company necessary to approve and adopt this Agreement and the Merger. (c) The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (A) conflict withnot, 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Encumbrance upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any comparable charter or organizational documents of its Subsidiaries or under, any provision of (Bi) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) Organizational Documents of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtainedor any of its Subsidiaries, result other than the rights of the holders of the Company Series A Preferred Stock upon a Change of Control (as defined in any Violation the Company Charter), (ii) assuming accuracy of (1) Section 5.2(b)(ii), any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (2iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Requisite Company Vote has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than any such violations, except in the case of clauses (1) defaults, acceleration, losses, or Encumbrances that have not had and (2) for any Violations thatwould not be reasonably expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.

Authority; No Violations; Consents and Approvals. (ia) The Company Each member of the Contributing Group has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents and, subject Collateral Agreements and to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), perform its obligations hereunder and thereunder and to consummate effect the transactions contemplated in the Transaction Documentshereby and thereby. The execution execution, delivery and delivery performance of each of this Agreement and the Transaction Documents Collateral Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation each member of the MergerContributing Group. This Agreement has been, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 and each of the DGCL. The Transaction Documents have been Collateral Agreements, will be, duly executed and delivered by the Company and, subject, with respect to the consummation each member of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLContributing Group, and assuming that each of this Agreement and the Transaction Documents to which Parent or Sub is a party Collateral Agreements constitutes the valid and binding agreement of Parent each member of the Newco Group, and assuming the consents, approvals, authorizations or Subpermits and filings or notifications referred to in paragraph (c) of this Section 3.3 are duly and timely obtained or made, constitutes (or, with respect to each of the Collateral Agreements, will constitute when executed and delivered) a valid and binding obligations obligation of each member of the Company Contributing Group enforceable in accordance with their respective its terms and conditions except that the enforcement hereof and thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general "principles of equity equity" (regardless of whether enforceability is considered in a proceeding at law or in equity) (the foregoing exception, the "Bankruptcy Exception"). (iib) Except as set forth on Schedule 4.1(c)The execution, the execution delivery and delivery performance by each member of the Transaction Documents Contributing Group of each this Agreement and the Collateral Agreements does not, and the consummation by each member of the Contributing Group of the transactions contemplated hereby and thereby by the Company will not not, (Ax) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance material Lien on assets or property, or right of first refusal with respect to any material asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Contributing Group Violation"), pursuant to any provision of the respective Certificate of Incorporation or By-Laws Bylaws or equivalent constituent document of either member of the Company or any comparable charter or organizational documents of its Subsidiaries or Contributing Group or, (By) except as to which requisite waivers or consents have been obtained and, except as set forth on Schedule 3.3(b) hereto and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iiic) of this Section 4.1(c) 3.3 are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtainedmade, result in any Contributing Group Violation of (1) any material loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k))or other material agreement, Company obligation, instrument, Permit (as defined in Section 4.1(g3.7(b)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule decree or regulation Law applicable to either member of the Company Contributing Group or any of its Subsidiaries or their respective properties or assets (collectivelyassets; provided, "Laws")however, except that nothing in the case of clauses (1) and (2) for any Violations that, individually this Section 3.3 will be deemed to constitute a representation or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability warranty by either member of the Company Contributing Group as to perform its obligations under any of the Transaction Documents antitrust law or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyrequirement. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any courtlegislative, administrative agency or commission executive, judicial, regulatory or other governmental authority or instrumentalityquasi-governmental authority, instrumentality or body, whether domestic or foreign foreign, local, state, federal or other, including any administrative agency, commission or court (a "Governmental Entity"), is required by or with respect to either member of the Company or any of its Subsidiaries Contributing Group in connection with the execution and delivery by either member of the Contributing Group of this Agreement or any of the Transaction Documents by the Company Collateral Agreements, or the consummation by either member of the Company Contributing Group of the transactions contemplated hereby and thereby, which if not obtained or made would have a material adverse economic impact on the assets or business of such member, or a member of the Newco Group, or would have a material adverse effect on either member of the Contributing Group's ability to consummate the transactions contemplated hereby, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company Contributing Group under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the "HSR Act"), ) and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the Collateral Agreements and the transactions contemplated herebyhereby and thereby; and (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securitiessecurities or, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J..

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval (as defined in Section 4.1(c)(iii)Approval"), to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary the Company's Board of Directors and no other corporate action proceedings on the part of the Company, subject, if required with respect Company are necessary to authorize this Agreement or to consummate the consummation of the Merger, to transactions so contemplated (other than the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL). The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, subject to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and (assuming that each of the Transaction Documents to which Parent or Sub this Agreement is duly executed and delivered by TAGTCR) constitutes a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the Merger and the other transactions contemplated thereby hereby by the Company Company, following the satisfaction or waiver of the conditions set forth in Article VI, will not not: (A) violate any provision of the Certificate of Incorporation or Bylaws of the Company, any of its Subsidiaries or DHDC, (B) 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 (including pursuant to any put right) of any obligation obligation; or the loss of a material benefit under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, Lien or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), ) pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Company Employee Benefit Plan (as defined in Section 4.1(k3.1(j)), Company Permit (as defined in Section 4.1(g3.1(g)), or any other agreement, obligation, instrument, concession, franchise or license license, or (2C) any judgment, order, decree, statute, law, ordinancestatute, rule or regulation of any public body or authority applicable to the Company or any of its Subsidiaries Subsidiaries, or DHDC, or their respective properties or assets (collectivelyassets; provided, "Laws")however, except that no representation or warranty is made in the case of foregoing clauses (1B) and (2C) for any Violations with respect to matters that, individually or in the aggregate, would will not have a Material Adverse Effect on the Company, Company or materially impair delay the ability of the Company such Person to perform its obligations under any of the Transaction Documents or prevent the consummation of any of consummate the transactions contemplated therebyby this Agreement. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documentsthis Agreement, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyin this Agreement. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, to or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), ) is required by or with respect to the Company or any of its Subsidiaries or DHDC in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated therebyhereby the failure to obtain which will, individually or in the aggregate, have a Material Adverse Effect on the Company or materially delay the ability of such Person to consummate the transactions contemplated by this Agreement, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC Securities and Exchange Commission (the "SEC") of (1x) the Proxy Statement a proxy statement in definitive form relating to a meeting of the Stockholders' Meetingholders of Company Common Stock to approve this Agreement and the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"), (2) the Schedule 14D-9 and (3y) such reports under and such other compliance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection the filing of a Form A Statement Regarding the Acquisition of Control of a Domestic Insurer with any state or local tax which is attributable to the beneficial ownership Arizona and Texas Departments of Insurance and the Company's or its Subsidiaries' real propertyapproval thereof by the Arizona and Texas Directors of Insurance, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement and the Merger pursuant to applicable laws governing dental referral plans, dental service corporations, health insurance organizations, life, accident, health and/or disability insurance organizations, limited service health maintenance organizations, prepaid dental plans, preferred provider administrators, third party administrators, health maintenance organizations, limited health service organizations, insurance holding companies and other product, program or service of the Company and its Subsidiaries (collectively "Dental Products") that is subject to regulation under the insurance laws of any state in which the Company or its Subsidiaries do business; (G) approval of transfer of ownership of any Dental Product of the Company and its Subsidiaries by the holders applicable Governmental Entity in any state in which such approval is required in connection with the performance of a majority of the outstanding Shares ("Company Stockholder Approval")this Agreement; and (H) the filing of any notice of transfer of ownership or other notice relating to any Dental Product of the Company and its Subsidiaries, in compliance with the laws of any state in which any such filingsfiling is prepared, consents, approvals in connection with the performance of this Agreement. (iv) The Board of Directors of the Company has taken such action to amend the Rights Agreement so that neither TAGTCR nor its Affiliates and authorizations under Associates (as such terms are defined in the New Jersey Industrial Site Recovery Act, N.J.Rights Agreement) are deemed "Acquiring Persons" in connection with the Rights Agreement.

Authority; No Violations; Consents and Approvals. (i) The Company Each of the Purchaser Parties has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), this Agreement and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of each of the CompanyPurchaser Parties. No vote or other action of the shareholders of Purchaser is required by applicable Law or the organizational documents of Purchaser or otherwise in order for the Purchaser Parties to consummate the Merger and the transactions contemplated hereby, subject, if required with respect except for the shareholder approval to be provided prior to the consummation Closing by Purchaser, as the sole shareholder of Purchaser Acquisition Entity, to approve the issuance of the Merger, Surviving Entity Preferred Stock and to amend and restate the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 Declaration of the DGCL. The Transaction Documents have Trust and Articles Supplementary of Purchaser Acquisition Entity. (ii) This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is Purchaser Parties, and, constitutes a party constitutes the valid and binding agreement obligation of Parent or Sub, constitute valid and binding obligations each of the Company Purchaser Parties, enforceable against each of the Purchaser Parties in accordance with their respective terms and conditions its terms, except that the enforcement thereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' rights generally and (b) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (iiiii) Except as set forth on Schedule 4.1(c), the The execution and delivery by each of the Transaction Documents Purchaser Parties of this Agreement do not, and the consummation of the transactions contemplated thereby hereby, and compliance by each of the Company will not (A) Purchaser Parties with the provisions hereof, shall 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of any of the Purchaser Parties under, require the Consent of any third party or otherwise result in a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect material detriment to any asset or property (any such conflictof the Purchaser Parties under, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of (A) the Certificate of Incorporation charter, bylaws or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or any of the Purchaser Parties, (B) except as to which requisite waivers any material contract, agreement or consents have been obtained and commitment of any of the Purchaser Parties, or any guarantee by any of the Purchaser Parties or (C) assuming the consents, approvals, authorizations or permits and filings or notifications Consents referred to in paragraph (iii) of this Section 4.1(c3.2(b)(iv) are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan Law or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation Order applicable to or binding on any of the Company Purchaser Parties or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses clause (1) and (2) for B), any Violations thatsuch conflicts, violations, defaults, rights, Liens or detriments that would not, individually or in the aggregate, would not have a Material Adverse Effect on the Company, reasonably be expected to materially impair or delay the ability of any of the Company Purchaser Parties to perform its obligations under any of the Transaction Documents this Agreement or prevent the consummation by any of the Purchaser Parties of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyhereby. (iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit Consent from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company or on behalf of any of its Subsidiaries the Purchaser Parties in connection with the execution and delivery of any by each of the Transaction Documents by the Company Purchaser Parties of this Agreement or the consummation by each of the Company Purchaser Parties of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing compliance with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 Securities Act and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (CB) the filing of the Certificate Articles of Merger with the Secretary of State with, and acceptance for recording of the State Articles of Delaware and appropriate documents with Merger by, the relevant authorities of other states in which the Company does businessMaryland Department; (DC) such filings and approvals as may be required by any applicable state securities, securities or "blue sky" or takeover lawsLaws; (D) compliance with the rules and regulations of the NYSE; and (E) any such filings other Consent that the failure to obtain or make would not, individually or in connection with the aggregate, reasonably be expected to materially impair or delay the ability of any state or local tax which is attributable to the beneficial ownership of the Company's Purchaser Parties to perform its obligations hereunder or its Subsidiaries' real property, if prevent the consummation by any (collectively, of the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or Purchaser Parties of the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby.

Authority; No Violations; Consents and Approvals. (ia) The Company Buyer has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), this Agreement and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have Buyer. (b) This Agreement has been duly executed and delivered by Buyer, and (assuming the valid authorization, execution and delivery of the Agreement by the Company and, subject, with respect to and the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party Operating Partnership) constitutes the valid and binding agreement obligation of Parent or Subsuch Person, constitute valid and binding obligations of the Company enforceable against such Person in accordance with their respective terms and conditions its terms, except that the enforcement thereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' ’ rights generally and (b) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (iic) Except as set forth on Schedule 4.1(c), the The execution and delivery by Buyer of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby hereby, and compliance by Buyer with the Company provisions hereof, will not (A) conflict withresult in a breach of any of the terms of, or constitute a violation of or default under the charter, bylaws or comparable organizational documents of Buyer, (B) result in a breach of any of the terms of, or constitute a violation of or default under, result in any violation modification of, accelerate or default (with or without notice or lapse permit the acceleration of timethe performance required, by, or both) underotherwise give any other contracting party the right to terminate any material contract, agreement or commitment of Buyer, or give rise to a right of termination, cancellation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit underguarantee by Buyer, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (BC) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c4.02(d) are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in violate any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Law binding upon Buyer or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1B) and or (2) for C), any Violations such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, reasonably be expected to materially impair or delay the ability of the Company Buyer to perform its obligations under any of the Transaction Documents this Agreement or prevent the consummation by Buyer of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyhereby. (iiid) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Authority is required by or with respect to the Company or any on behalf of its Subsidiaries Buyer in connection with the execution and delivery by Buyer of any of the Transaction Documents by the Company this Agreement or the consummation by the Company Buyer of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" or takeover laws” Laws; (EB) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required in connection with state or local Transfer Taxes; (C) the filing of a premerger notification and report form by Buyer under the HSR Act; (D) such clearances from CFIUS as may be required or advisable pursuant to Exon-Fxxxxx; and (E) any environmentalsuch other consent, health approval, order, authorization, registration, declaration, filing, notice or safety law permit the failure to obtain or regulation pertaining make would not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations hereunder or prevent the consummation by Buyer of any notification, disclosure or required approval necessitated by the Merger or of the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to, if required by applicable law with respect to the consummation of the Merger, the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in by the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required by applicable law with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, if required by applicable law with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company will not (A) 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or the creation of a lienmortgage, pledge, lien, claim, charge, security interest interest, restriction, tenancy, other possessory interest, conditional sales obligation or other encumbrance on assets or propertyof any kind (collectively, "Liens"), or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and obtained, assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made andmade, and assuming, if requiredrequired by applicable law with respect to the consummation of the Merger, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k))employee benefit plan, Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule rule, regulation, writ or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets injunction (collectively, "Laws")) applicable to the Company or its properties or assets, except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated therebyEffect. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that the restrictions on Business Combinations (as defined in Section 203 of the DGCL does DGCL) do not, and will not, apply to the transactions contemplated therebyhereby if consummated in accordance with the terms hereof. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended (the xxx "HSR XXR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) if required by applicable law with respect to consummation of the Proxy Statement Merger, a proxy statement or information statement in definitive form relating for distribution to the Stockholders' Meetingstockholders of the Company in advance of the meeting, if any, of the holders of Company Common Stock to adopt this Agreement in accordance with Regulation 14A or Regulation l4C promulgated under the Exchange Act (such proxy statement or information statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"), (2) the Schedule 14D-9 in connection with the Offer, and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securitiestakeover, securities or "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) if required by applicable law with respect to consummation of the approval Merger, the adoption of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); and (H) such other consents, approvals, orders, authorizations, registrations, declarations, filings, consents, approvals and authorizations under notices or permits the New Jersey Industrial Site Recovery Act, N.J.failure of which to be obtained or made would not have a Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement of Parent or and Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c4.1(c)(ii), the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to to, (A) any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k4.1(i)), Company Permit (as defined in Section 4.1(g4.1(f)), or any other agreement, obligation, instrument, concession, franchise franchise, or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses clause (1) and (2) for any Violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCLCompany's Amended and Restated Certificate of Incorporation, including approving the transactions contemplated by the Transaction Documentsthis Agreement, to ensure that Section 203 1 of Article Nine of the DGCL Company's Amended and Restated Certificate of Incorporation does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.the

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Transaction Documents adoption of this Agreement by the Required Vote (as hereinafter defined) (the “Company Stockholder Approval”), to perform its obligations under this Agreement. The Company’s execution and delivery of this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))Approval, to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subjectassuming the due execution and delivery of this Agreement by Parent and Acquisition, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms and conditions except that as the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' ’ rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c3.1(c)(ii), the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) conflict with, or result in any breach or violation of, or default (with or without notice or the lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration (including pursuant to any put right) of any material obligation under, or the loss of a any material benefit under, assets (including any material intellectual property assets) or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property Lien under (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusalthe foregoing, a "“Violation"”), pursuant to (A) any provision of the Certificate certificate or articles of Incorporation incorporation or By-Laws bylaws (or other organizational documents) of the Company or any comparable charter or organizational documents of its Subsidiaries or Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)hereinafter defined), Company Permit (as defined in Section 4.1(g)hereinafter defined), or any other agreement, obligation, instrument, concession, franchise or license to which the Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Managed Practice is a party or by which any of their respective properties or assets are bound, (2C) assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c)(iii) have been obtained and all filings and other obligations described in Section 3.1(c)(iii) have been made or fulfilled, any judgment, order, decree, statute, law, ordinance, rule, regulation, Nasdaq or other stock exchange rule or regulation listing requirement, permit or authorization (collectively, “Laws”) applicable to the Company or Company, any of its Subsidiaries or, to the knowledge of the Company, any Company Managed Practice or their respective properties or assets, or (D) any writ, judgment, decree, award, consent decree, waiver, stipulation, consent, settlement agreement, subpoena, complaint, citation, notice, summons, temporary restraining order, temporary or permanent injunction, stay, ruling or order of any Governmental Entity (collectively, “Orders”) applicable to the Company, any of its Subsidiaries or, to the knowledge of the Company, any Company Managed Practice or their respective properties or assets (collectivelyexcept, "Laws"), except in the case of clauses (1B), (C) and (2D) only, for any Violations that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, franchise, license, order or authorization of, or registration, declaration or filing with, notice notice, application or certification to, or permit permit, waiver or exemption from any court, tribunal, judicial body, arbitrator, stock exchange, administrative agency or regulatory agency, self-regulatory organization, body or commission or other governmental or quasi-governmental authority or instrumentality, whether local, state or federal, domestic or foreign (each a "“Governmental Entity"”), is required by or with respect to the Company or Company, any of its Subsidiaries or, to the knowledge of the Company, any Company Managed Practice, in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for (A) the filing of a pre-merger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) the Proxy Statement a proxy statement in preliminary form and in definitive form relating for distribution to the Stockholders' Meeting, stockholders of the Company in advance of the Special Meeting (as hereinafter defined) in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the “Proxy Statement”) and (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; , (C) the filing of the Certificate of Merger and any related documents with the Secretary of State of the State of Delaware and appropriate documents documents, if any, with the relevant authorities of other states in which the Company does business; , (D) such filings and approvals as may be required by compliance with any applicable requirements of state securities, "blue sky" , securities or takeover laws; Laws or Nasdaq listing requirements and (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real propertyother consents, if any (collectivelyapprovals, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmentalfranchises, health or safety law or regulation pertaining to any notificationlicenses, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such orders, authorizations, registrations, declarations, filings, consentsnotices, approvals applications, certifications, permits, waivers and authorizations under exemptions the New Jersey Industrial Site Recovery Act, N.J.failure of which to be obtained or made has not and could not reasonably be expected to have a Company Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company Pharma has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), execute and deliver this Agreement and to consummate the transactions contemplated in hereby. The affirmative vote of the Transaction Documentsstockholders of Pharma (the “Pharma Stockholders”) holding at least a majority of the shares of Pharma Stock entitled to vote at a stockholder meeting at which a quorum is present (the “Required Pharma Vote”) is necessary to approve and adopt this Agreement and to consummate the transactions contemplated hereby (including this Reorganization). The execution and delivery of this Merger Agreement and each of the Transaction Documents agreements required to be executed in connection therewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation Pharma. This Agreement and each of the Merger, agreements required to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents executed in connection therewith have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, Pharma and assuming that each of the Transaction Documents to which Parent or Sub is constitutes a party constitutes the valid and binding agreement obligation of Parent or Sub, constitute valid and binding obligations of the Company Pharma enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and other similar laws now or hereafter in effect of general applicability relating to or effecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)and limitations imposed on indemnity obligations by applicable federal and state securities laws. (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Merger Agreement by Pharma does not, and the consummation by Pharma of the transactions contemplated thereby by hereby and compliance with the Company provisions hereof will not (A) 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 (including pursuant to any put right) of any obligation or to the loss of a material benefit under, or result in the creation of a any lien, pledgesecurity interest, security interest charge or other encumbrance on upon any of the properties or assets of Pharma or property, or right any of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to its respective Subsidiaries under any provision of (A) the Certificate of Incorporation or By-Laws Bylaws of Pharma or any provision of the Company or any comparable charter or organizational documents of any of its Subsidiaries or Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligationinstrument, instrumentpermit, concession, franchise or license applicable to Pharma or any of its respective Subsidiaries, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect, or (2C) any judgmentforeign, federal, state or local order, decree, statute, law, rule, regulation, ordinance, rule writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or regulation any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Entity (as defined herein) (each, a “Law” and collectively, the “Laws”) applicable to the Company Pharma or any of its respective Subsidiaries or their any of its respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyassets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any U.S. or non-U.S. court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign instrumentality (a "“Governmental Entity"”), is required by by, or with respect to the Company to, Pharma or any of its respective Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Merger Agreement by the Company Pharma or the consummation by the Company Pharma of the transactions contemplated therebyhereby, as to which the failure to obtain or make would have a Material Adverse Effect on Pharma, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act TMP Certificate of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunderMerger; (B) the filing with of the SEC AFH Certificate of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated herebyMerger; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "“blue sky" ” or takeover laws; laws or (ED) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under in any environmental, health jurisdiction where Pharma is qualified or safety law authorized to do business as a foreign corporation in order to maintains such qualification or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.authorization.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Transaction Documents adoption of this Agreement by the Required Vote (as hereinafter defined) (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated hereby. The Company’s execution and delivery of this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))Approval, to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby hereby by the Company have been duly authorized by all necessary corporate action action. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company, subject, if required with respect Company are necessary to authorize this Agreement or to consummate the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLtransactions contemplated hereby. The Transaction Documents have This Agreement has been duly and validly executed and delivered by the Company and, subjectassuming the due execution and delivery of this Agreement by Parent and Acquisition, with respect to the consummation of the Mergerconstitutes a legal, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms and conditions except that as the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' ’ rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity). (ii) Except as set forth on Schedule 4.1(c3.1(c)(ii), the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) conflict with, or result in any breach or violation of, or default (with or without notice or the lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration (including pursuant to any put right) of any material obligation under, or the loss of a any material benefit under, assets (including any material intellectual property assets) or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property Lien under (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusalthe foregoing, a "“Violation"”), pursuant to (A) any provision of the Certificate certificate or articles of Incorporation incorporation or By-Laws bylaws (or other organizational documents) of the Company or any comparable charter or organizational documents of its Subsidiaries or Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)hereinafter defined), Company Permit (as defined in Section 4.1(g)hereinafter defined), or any other agreement, obligation, instrument, concession, franchise or license to which the Company or any Subsidiary of the Company is a party or by which any of their respective properties or assets are bound, (2C) assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c)(iii) have been obtained and all filings and other obligations described in Section 3.1(c)(iii) have been made or fulfilled, any judgmentfederal, orderstate, decree, local or foreign statute, law, ordinance, rule, regulation, code, executive order, NASDAQ or other stock exchange rule or regulation listing requirement, permit or authorization (collectively, “Laws”) applicable to the Company or any of its Subsidiaries or (D) any writ, judgment, decree, award, consent decree, waiver, stipulation, consent, settlement agreement, subpoena, complaint, citation, notice, summons, temporary restraining order, temporary or permanent injunction, stay, ruling or order of any Governmental Entity (collectively, “Orders”) applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectivelyexcept, "Laws"), except in the case of clauses (1B), (C) and (2D) only, for any Violations that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, franchise, license, order or authorization of, or registration, declaration or filing with, notice notice, application or certification to, or permit permit, waiver or exemption from any court, tribunal, judicial body, arbitrator, stock exchange, administrative agency or regulatory agency, self-regulatory organization, body or commission or other governmental or quasi-governmental authority or instrumentality, whether local, state or federal, domestic or foreign (each a "“Governmental Entity"”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for (A) the filing of a pre-merger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) the Proxy Statement a proxy statement in preliminary form and in definitive form relating for distribution to the Stockholders' Meetingstockholders of the Company in advance of the Special Meeting (as hereinafter defined) in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the “Proxy Statement”) and (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; , (C) the filing of the Certificate Certificates of Merger and any related documents with the Secretary of State of the State of Louisiana and the Secretary of State of the State of Delaware and appropriate documents documents, if any, with the relevant authorities of other states in which the Company does business; , (D) such filings and approvals as may be required by compliance with any applicable requirements of state securities, "blue sky" , securities or takeover laws; Laws or NASDAQ listing requirements and (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real propertyother consents, if any (collectivelyapprovals, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmentalfranchises, health or safety law or regulation pertaining to any notificationlicenses, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such orders, authorizations, registrations, declarations, filings, consentsnotices, approvals applications, certifications, permits, waivers and authorizations under exemptions the New Jersey Industrial Site Recovery Actfailure of which to be obtained or made has not had and could not reasonably be expected to have, N.J.individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company Each of Parent and Sub has all requisite corporate power and authority to enter into each of the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it is a party and to consummate the transactions contemplated in the Transaction Documentsthereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes and the consummation of the transactions contemplated thereby have been respectively duly authorized by all necessary corporate action on the part of Parent and Sub. Each of the Transaction Documents to which Parent or Sub is a party have been respectively duly executed and delivered by each of Parent and Sub and, assuming that such constitute the valid and binding agreement agreements of Parent or Subthe other parties thereto, respectively constitute valid and binding obligations of the Company Parent and Sub enforceable in accordance with their respective terms and conditions except that the enforcement hereof or thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of each of the Transaction Documents to which Parent or Sub is a party and the consummation of the transactions contemplated thereby by the Company each of Parent and Sub will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), Violation pursuant to any provision of the Certificate respective certificates of Incorporation incorporation or Byby-Laws laws of the Company Parent or any comparable charter or organizational documents of its Subsidiaries Sub or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c4.2(b) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Parent or any of its Subsidiaries Sub or their respective properties or assets (collectively, "Laws")assets, except in the case of clauses (1) and (2) ), for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated hereby or thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company either of Parent or any of its Subsidiaries Sub in connection with the their respective execution and delivery of any each of the Transaction Documents by the Company to which it is a party or the consummation by the Company each of Parent and Sub of the transactions contemplated thereby, except for for: (A) the filing of a pre-merger notification and report form by the Company filings under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement Schedule TO in definitive form relating to connection with the Stockholders' Meeting, commencement and consummation of the Offer and (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); and (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J..

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents execute and deliver this Agreement and, subject subject, with respect to consummation of the Merger, to adoption of this Agreement by the stockholders of the Company Stockholder Approval (as defined in Section 4.1(c)(iii))accordance with the DGCL and the Company Certificate of Incorporation and Company Bylaws, to consummate the transactions contemplated in the Transaction DocumentsTransactions. The execution and delivery of this Agreement by the Transaction Documents Company and the consummation by the Company of the transactions contemplated thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to adoption of this Agreement by the stockholders of the Company Stockholder Approval, unless in accordance with the Merger may be effected pursuant to Section 253 DGCL and the Company Certificate of Incorporation and Company Bylaws. As of the DGCLdate of this Agreement, the Board of Directors of the Company has determined by unanimous vote of those directors present at the meeting (acting with the unanimous recommendation of those directors present at the meeting of the Transaction Committee of Independent Directors) that the transactions contemplated hereby (including the Merger) are advisable and in the best interests of the Company stockholders and have determined to recommend that the Company stockholders adopt this Agreement. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by the Company Transactions will not (A) conflict withnot, 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 (including pursuant to any put right) of any material obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect give rise to any asset or property (any such conflict, violation, default, right of termination, cancellation or accelerationamendment of, loss, or result in the creation or right of first refusal, a "Violation"), pursuant to any provision Encumbrance upon any of the Certificate of Incorporation properties or By-Laws assets of the Company or any of its Subsidiaries under, any provision of (A) the Company Certificate of Incorporation or Company Bylaws or any provision of the comparable charter or organizational documents of its Subsidiaries or any of the Company’s Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligation, instrument, concessionpermit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (2C) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.1(c)(iii) are duly and timely obtained or made and the adoption of this Agreement by the stockholders of the Company has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation of any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws"), except in the case of clauses other than (1) and (2) for any Violations thatsuch violations, defaults, acceleration, losses, or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, would not have a Company Material Adverse Effect or a material and adverse effect on the Company’s ability to consummate the Merger and (2) any such violations, materially impair defaults, acceleration, losses or Encumbrances resulting from the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyDebt Financing. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyTransactions, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) any such consents, approvals, orders, authorizations, registrations, declarations, filings or permits required in connection with the Debt Financing; (C) the filing with the SEC of (1) the Proxy Statement a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting, meeting of the stockholders of the Company to be held in connection with adoption of this Agreement (the “Proxy Statement”) and (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated herebyTransactions; (CD) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (DE) filings required by the New York Stock Exchange, Inc.; (F) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" ” or takeover laws; (EG) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under by any environmentalforeign premerger notification or competition, health securities, corporate or safety law other law, rule or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (Gset forth on Schedule 3.1(c) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval")Disclosure Letter; and (H) any such filingsconsent, consentsapproval, approvals order, authorization, registration, filing, or permit that the failure to obtain or make would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or a material and authorizations under adverse effect on the New Jersey Industrial Site Recovery Act, N.J.Company’s ability to consummate the Merger.

Authority; No Violations; Consents and Approvals. (ia) Other than approval by the General Partner, which approval has been obtained, no vote of holders of any Equity Interest of the Partnership is necessary to approve this Agreement, the other Transaction Documents to which the Buyers are or will be a party, or the performance by the Buyers of their respective obligations hereunder or thereunder. The Company has Buyers have all requisite limited partnership and corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it shall be a party and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary partnership and corporate action on the part of the Company, subject, if required with respect to the consummation each of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLBuyers. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party Buyers and, assuming this Agreement constitutes the valid and binding agreement obligation of Parent or SubSellers and Sellers’ Representative, constitute constitutes a valid and binding obligations obligation of each of the Company Buyers enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (iib) Except as set forth on Schedule 4.1(c), the The execution and delivery of this Agreement by the Transaction Documents Buyers does not, and the consummation of the transactions contemplated thereby by hereby and compliance with the Company provisions hereof will not (A) 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 (including pursuant to any put right) of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of a lien, pledge, security interest any Lien upon any of the properties or other encumbrance on assets of the Partnership or propertyany of its Subsidiaries under, or right otherwise result in a material detriment to the Partnership or any of first refusal with respect its Subsidiaries under, any provision of (i) the Organizational Documents of the Partnership (each as amended to any asset date) or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of any of its Subsidiaries or Subsidiaries, (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1ii) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), lease or any other agreement, obligationinstrument, instrumentpermit, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation other Contract applicable to the Company Partnership or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement or (iv) assuming each Notification and Authorization referred to in Section 5.2 is duly and timely made or obtained, any Law, Regulation or Order applicable to the Partnership or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses clause (1ii) and or (2) for iii), any Violations such conflicts, violations, defaults, rights, Liens or detriments that, individually or in the aggregate, would could not have reasonably be expected to result in a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyPartnership. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, notice Notification to, or permit from and no Authorization from, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Authority is required by or with respect to the Company Partnership or any of its Subsidiaries in connection with the execution and delivery by the Buyers of any of this Agreement and the other Transaction Documents to which they are or will be a party or the performance by the Company Buyers of their respective obligations hereunder or the consummation by the Company of the transactions contemplated therebythereunder, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3i) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder filings and/or notices as may be required in connection with this Agreement and under the transactions contemplated herebySecurities Act or the Exchange Act; (Cii) the filing of the Certificate of Merger filings with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessNasdaq; (Diii) such filings and approvals as may be required by any applicable state securities, "“blue sky" ” or takeover laws or environmental laws; (Eiv) any Post-Closing Notifications; and (v) any such filings Notification or Authorization that the failure to obtain or make could not, individually or in connection with any state or local tax which is attributable the aggregate, reasonably be expected to result in a Material Adverse Effect on the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Partnership.

Authority; No Violations; Consents and Approvals. (i) The Company Each of Concentra and Mergeco has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it is a party and to consummate the transactions contemplated in the Transaction Documentshereby or thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the CompanyConcentra and Mergeco, subject, if required with respect to the consummation no other action by Concentra's board of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLdirectors being required. The Transaction Documents to which Concentra and Mergeco are a party have been duly executed and delivered by each of Concentra and Mergeco as the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger case may be effected pursuant to Section 253 of the DGCLbe, and assuming that each of the Transaction Documents to which Parent the Company or Sub any of its Subsidiaries is a party constitutes constitute the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company or its Subsidiary, as the case may be, constitute a valid and binding obligation of each of Concentra and Mergeco enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents by Concentra and Mergeco do not, and the consummation of the transactions contemplated thereby by hereby or thereby, and compliance with the Company provisions hereof or thereof, will not (Anot, subject to obtaining the consents, approvals, authorizations and permits and making the filings described in Section 4.2(c)(iii) or otherwise described on Schedule 4.2(c) of the Concentra --------------- Disclosure Schedule, 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 (including pursuant to any put right) of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Concentra or Mergeco or any of their Subsidiaries under, require the consent or approval of any third party lender or otherwise result in a lienmaterial detriment to Concentra or Mergeco or any of their Subsidiaries under, pledge, security interest any provision of (A) the certificates of incorporation or other encumbrance on assets bylaws of Concentra or property, Mergeco or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or any of Concentra's other Subsidiaries, (B) except as any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to which requisite waivers Concentra or consents have been obtained and Mergeco or any of their Subsidiaries or their respective properties or assets or any guarantee by Concentra or Mergeco or any of their Subsidiaries of the foregoing, (C) any joint venture or other ownership arrangement or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iiiSection 4.2(c)(iii) or described on Schedule 4.2(c) of this Section 4.1(c) the Concentra Disclosure Schedule are duly and timely --------------- obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Concentra or Mergeco or any of its their Subsidiaries or any of their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyassets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit Permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company Concentra or Mergeco or any of its their Subsidiaries in connection with the execution and delivery of any by Concentra or Mergeco of the Transaction Documents by the Company to which Concentra or Mergeco is a party or the consummation by the Company Concentra or Mergeco of the transactions contemplated hereby or thereby, except for for: (A) the filing of a pre-the certificate of merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (DB) such filings and approvals as may be required by any applicable state securitiestakeover laws or environmental laws, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"as described on Schedule 4.2(c); (FC) filings under the HSR Act; and (D) any such other filings --------------- consent, approval, order, authorization, registration, declaration, filing, or Permit that the failure to obtain or make (1) has not had, and consents as may could not reasonably be required under expected to have, individually or in the aggregate, a Concentra Material Adverse Effect, or (2) would not, or could not reasonably be expected to, materially impair the ability of Concentra or Mergeco to perform its obligations hereunder or prevent the consummation of any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or of the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby.

Authority; No Violations; Consents and Approvals. (ia) The Company Each of Parent and any Parent Subsidiary party hereto or thereto has all requisite corporate corporate, limited partnership or limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), and to consummate the transactions contemplated in the Transaction Documentshereby and thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLParent and each applicable Parent Subsidiary. The Transaction Documents have been duly executed and delivered by the Company andParent and each applicable Parent Subsidiary and constitute legal, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company Parent and each applicable Parent, enforceable against Parent and each Parent Subsidiary in accordance with their respective terms and conditions terms, except that the enforcement thereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors' rights generally and (b) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equityLaw). (iib) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents by each of Parent, Parent L.P., Merger Sub and L.P. Merger Sub do not, and the consummation of the transactions contemplated thereby by hereby or thereby, and compliance with the Company provisions hereof or thereof, will not (A) 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 (including pursuant to any put right) of any obligation obligation, or the loss of a material benefit under, or give rise to a right of purchase, first offer or forced sale, under, or result in the creation of a lien, pledge, security interest any Encumbrance upon any of the properties or other encumbrance on assets of Parent or propertyany of the Parent Subsidiaries under, or right require the consent or approval of first refusal with respect any Third Party or otherwise result in a detriment or default to Parent or any asset or property (any such conflictof the Parent Subsidiaries under, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of of: (i) the Certificate of Incorporation Parent Organizational Documents or By-Laws of the Company or any comparable charter or organizational documents (including any operating agreement or limited partnership agreement) of its Subsidiaries any Parent Subsidiary; (ii) any Contract applicable to Parent or any Parent Subsidiary, or their respective properties or assets or any guarantee by the Parent or any Parent Subsidiary of any of the foregoing; or (Biii) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or authorizations, permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c4.02(c) are duly and timely obtained or made and, if required, and the Required Company Stockholder Vote and the OP Merger Approval has each have been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to the Company Parent or any Parent Subsidiary, or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), assets; except in the case of as to clauses (1ii) and (2iii) for any Violations thatas would not reasonably be expected, individually or in the aggregate, would not have to cause a Parent Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company or any of its Subsidiaries Parent and Merger Sub in connection with the execution and delivery of any by such entity of the Transaction Documents by the Company to which such entity is a party or the consummation by the Company such entity of the transactions contemplated hereby or thereby, except for for: (Ai) as to the REIT Merger, the filing of a pre-merger notification the Articles of Merger with the Department of Assessment and report form by Taxation of the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act State of 1976, as amended (the "HSR Act")Maryland, and as to the expiration or termination OP Merger, the filing of the applicable waiting period thereunder; (B) the filing OP Merger Certificate with the SEC Secretary of State of the State of Delaware; (1ii) the Proxy Statement in definitive form relating to and the Stockholders' Meeting, Registration Statement; (2iii) rules and regulations of the Schedule 14D-9 and NYSE; (3iv) such reports under and such other compliance with Section 13(a) of the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; by this Agreement; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (Dv) such filings and approvals as may are required to be required by any applicable state securities, made or obtained under the securities or "blue skyBlue Sky" or takeover laws; (E) such filings laws of various states in connection with any state or local tax which is attributable the issuance of Parent Common Stock, Parent 6% Preferred Stock, Parent 8-3/8% Preferred Stock and Parent L.P. Interests pursuant to the beneficial ownership of the Company's or its Subsidiaries' real property, if any this Agreement; and (collectively, the "Gains and Transfer Taxes"); (Fvi) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under approvals, orders, authorizations, registrations, declarations, filings or permits that the New Jersey Industrial Site Recovery Actfailure to obtain or make, N.J.individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and any other documents or agreements contemplated hereby (together with this Agreement, the “Transaction Documents Documents”) to which it is a party and, subject subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval (as defined in Section 4.1(c)(iii))accordance with the DGCL and the Company Charter and the Bylaws, to consummate the transactions contemplated in the Transaction Documentshereby and thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval, unless in accordance with the Merger may be effected pursuant to Section 253 DGCL and the Company Charter and Bylaws. Each of the DGCL. The Transaction Documents have has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval unless in accordance with the Merger may be effected pursuant to Section 253 of DGCL and the DGCLCompany Charter and Bylaws, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes constitute the valid and binding agreement obligation of Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company has delivered to Parent certified copies of resolutions duly adopted by the Company’s board of directors evidencing the approval and adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby. (ii) Except as set forth on Schedule 4.1(c)3.1(c) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby by and compliance with the Company provisions hereof and thereof will not (A) 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 consent, approval, termination, cancellation or acceleration (including pursuant to any put right) of any obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Lien upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any comparable charter of the Subsidiaries under, or organizational documents otherwise result in a material detriment to the Company or any of its the Subsidiaries under, any provision of (A) the Company Charter or Bylaws or any provision of the Charter Documents of any of the Subsidiaries, (B) except as any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which requisite waivers the Company or consents have been obtained and any of the Subsidiaries, (C) any joint venture or other ownership arrangement, or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c3.1(c)(iii) are duly and timely obtained or made and, if required, and the approval of the Merger and this Agreement by the stockholders of the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its the Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses clause (1B) and or (2) for C), any Violations thatsuch conflicts, violations, defaults, rights, Liens or detriments that could not, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. For purposes of this Agreement, the term “Company Material Adverse Effect” shall mean any change in, or effect on, the business, operations, assets or condition (financial or otherwise) of the Company or the Subsidiaries (whether or not known as of the date of this Agreement, covered by insurance or manifested in the historical financial statements of the Company or the Subsidiaries) that, when considered either individually or in the aggregate together with all other adverse changes or effects with respect to which such phrase is used in this Agreement, is materially adverse to the business, operations, assets or condition (financial or otherwise) of the Company and the Subsidiaries (taken as a whole) or materially impairs the consummation of the transactions contemplated hereby or the Company’s performance of its obligations under this Agreement; provided, however, that a Company Material Adverse Effect shall exclude, and none of the following shall be taken into account in determining whether there has been or will be a Company Material Adverse Effect: (A) any change or effect relating to the U.S. or any foreign economy in general to the extent that such change or effect does not have a Material Adverse Effect materially disproportionate effect on the CompanyCompany and the Subsidiaries taken as a whole; (B) any effect, materially impair change, event, occurrence or circumstance to the ability extent arising out of or resulting from the Company to perform its obligations under any announcement of this Agreement, the Transaction Documents existence of this Agreement or prevent the consummation of fact that any of the transactions contemplated thereby. The Board hereby may be consummated (including any effect, change, event occurrence or circumstance resulting from or relating to any litigation, any loss of Directors or delay in clients placing service contracts or any departure or loss of the Company has taken all actions necessary under the DGCLemployees, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply in each case to the transactions contemplated thereby. (iii) No consentextent arising out of or resulting from the announcement of this Agreement, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any existence of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company this Agreement or the consummation by the Company fact that any of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as hereby may be required in connection with this Agreement and the transactions contemplated herebyconsummated); (C) the filing failure of the Certificate of Merger with Company to meet analysts’ expectations or projections (it being understood, however, that the Secretary of State of the State of Delaware underlying circumstances giving rise to such failure may be taken into account unless otherwise excluded pursuant to this paragraph); and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securitieseffect, "blue sky" change, event, occurrence or takeover laws; (E) such filings in connection with circumstance resulting from any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated action taken by the Merger or Company in compliance with the transactions contemplated by terms of this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J..

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject subject, with respect to consummation of the Merger, to approval and adoption of this Agreement by the stockholders of the Company Stockholder Approval (as defined in Section 4.1(c)(iii))accordance with the DGCL and the Company Certificate of Incorporation and Company Bylaws, to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to approval and adoption of this Agreement by the stockholders of the Company Stockholder Approval, unless in accordance with the Merger may be effected pursuant to Section 253 DGCL and the Company Certificate of the DGCLIncorporation and Company Bylaws. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to approval and adoption of this Agreement by the stockholders of the Company Stockholder Approval unless in accordance with the Merger may be effected pursuant to Section 253 DGCL and the Company Certificate of the DGCLIncorporation and Company Bylaws, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Guarantor, Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c)3.1(c) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by hereby and compliance with the Company provisions hereof will not (A) 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 (including pursuant to any put right) of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Encumbrance upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any of its Subsidiaries under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (A) the Company Certificate of Incorporation or Company Bylaws or any provision of the comparable charter or organizational documents of its Subsidiaries or any of the Company’s Subsidiaries, (B) except as any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, contract, concession, franchise or license applicable to which requisite waivers the Company or consents have been obtained and any of its Subsidiaries, (C) any joint venture or other ownership arrangement or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c3.1(c)(iii) are duly and timely obtained or made and, if required, and the adoption and approval of this Agreement by the stockholders of the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses (1B), (C) and (2) for D), any Violations thatsuch conflicts, individually violations, defaults, rights, losses, Encumbrances or in the aggregate, detriments that would not have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "“Governmental Entity"”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) the Proxy Statement a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting, meeting of the stockholders of the Company to be held in connection with the Merger (the “Proxy Statement”) and (2) the Schedule 14D-9 and (3) such reports under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) filings with the New York Stock Exchange, Inc.; (E) such filings and approvals as may be required by any applicable state securities, "securities or “blue sky" ” or takeover laws; (EF) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under by any environmentalforeign premerger notification, health securities, corporate or safety law other law, rule or regulation pertaining to any notification, disclosure or required approval necessitated by set forth on Schedule 3.1(c) of the Merger or the transactions contemplated by this AgreementCompany Disclosure Schedule; (G) the approval such filings and approvals as may be required by any foreign or domestic law or Governmental Entity as a result of this Agreement by the holders of a majority Guarantor being an entity organized outside of the outstanding Shares ("Company Stockholder Approval")United States; and (H) any such filingsconsent, consentsapproval, approvals and authorizations under order, authorization, registration, declaration, filing, or permit that the New Jersey Industrial Site Recovery Act, N.J.failure to obtain or make would not have a Company Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Transaction Documents adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the transactions contemplated by this Agreement. The Company's execution and delivery of this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))Approval, to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subjectassuming the due execution and delivery by Parent and Acquisition, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms and conditions except that as the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c3.1(c)(ii), the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) conflict with, or result in any breach or violation of, or default (with or without notice or the lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration (including pursuant to any put right) of any material obligation under, or the loss of a any material benefit under, assets (including any material intellectual property assets) or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property Lien under (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusalthe foregoing, a "Violation"), pursuant to any provision of the Certificate certificate or articles of Incorporation incorporation or By-Laws bylaws (or other organizational documents) of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)hereinafter defined), Company Permit (as defined in Section 4.1(g)hereinafter defined), or any other agreement, obligation, instrument, concession, franchise or license to which the Company or any Subsidiary of the Company is a party or by which any of their respective properties or assets are bound or (2) assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c)(iii) have been obtained and all filings and other obligations described in Section 3.1(c)(iii) have been made, any judgmentLaws applicable to the Company or any of its Subsidiaries or their respective properties or assets, order, decree, statute, law, ordinance, rule or regulation (3) any Order (as hereinafter defined) applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectivelyexcept, "Laws"), except in the case of clauses clause (1B) and (2) only, for any Violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company, materially impair the ability Effect. For purposes of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.this

Authority; No Violations; Consents and Approvals. (i) The Company Board of Directors of Arch has unanimously approved (subject to approval by the stockholders of Arch in accordance with the DGCL) the Merger and this Agreement and declared the Merger and this Agreement to be in the best interests of the stockholders of Arch. Arch has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject subject, with respect to consummation of the Company Stockholder Approval (as defined Merger, to approval of this Agreement and the Merger by the stockholders of Arch in Section 4.1(c)(iii))accordance with the DGCL, to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the CompanyArch, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless approval of this Agreement and the Merger may be effected pursuant to Section 253 by the stockholders of Arch in accordance with the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company Arch and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless approval of this Agreement and the Merger may be effected pursuant to Section 253 by the stockholders of Arch in accordance with the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or Pogo and Sub, constitute constitutes a valid and binding obligations obligation of the Company Arch enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c3.1(c), the execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by hereby and compliance with the Company provisions hereof will not (A) 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 (including pursuant to any put right) of any obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of a any lien, pledgesecurity interest, security interest charge or encumbrance upon any of the properties or assets of Arch or any of its Subsidiaries under, or otherwise result in a detriment to Arch or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation, as amended and corrected, or Bylaws of Arch or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other encumbrance on assets agreement (including, without limitation, any pre-emptive rights or property, or right rights of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"oil and gas interests), pursuant instrument, permit, concession, franchise or license applicable to any provision of the Certificate of Incorporation or By-Laws of the Company Arch or any comparable charter or organizational documents of its Subsidiaries Subsidiaries, (C) any joint operating agreement or joint venture or other ownership arrangement or (BD) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c3.1(c)(iii) are duly and timely obtained or made and, if required, and the Company Stockholder Approval approval of the Merger and this Agreement by the stockholders of Arch has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Arch or any of its Subsidiaries or any of their respective properties or assets (collectivelyassets, "Laws")other than, except in the case of clauses clause (1B), (C) and or (2) for D), any Violations such conflicts, violations, defaults, rights, liens, security interests, charges, encumbrances or detriments that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, Arch or materially impair the ability of the Company Arch to perform its obligations under any of the Transaction Documents hereunder or prevent the consummation of any of the transactions contemplated therebyhereby. The Board of Directors of Notwithstanding the Company has taken all actions necessary under the DGCLforegoing, including approving the transactions contemplated no representation or warranty is made with respect to Evaluation Data (as hereinafter defined), which is covered exclusively by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby3.1(p). (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company Arch or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company Arch or the consummation by the Company Arch of the transactions contemplated therebyhereby, as to which the failure to obtain or make would have a Material Adverse Effect on Arch, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company Arch under the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended amendex (the xxx "HSR ActXXX Xxx"), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) the appropriate filings or notifications as may be required by Canadian laws; (C) the filing with the SEC (as defined hereafter) of (1x) the Proxy Statement a proxy statement in preliminary and definitive form (including any amendment or supplements thereto) on Form S-4 of the Securities Act (as hereinafter defined) relating to the Stockholders' Meeting, meeting of Arch's stockholders to be held in connection with the Merger (2the "Proxy Statement") and any other filings as may be required under the Schedule 14D-9 Securities Act and (3y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (CD) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (DE) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws, or environmental laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under by any environmental, health or safety law or regulation pertaining to any foreign premerger notification, disclosure securities, corporate or required approval necessitated by the Merger other law, rule or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.regulation.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject subject, with respect to consummation of the Merger to approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval (as defined in Section 4.1(c)(iii))accordance with the NRS and the Company Articles of Incorporation and Company Bylaws, to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval, unless in accordance with the Merger may be effected pursuant to Section 253 NRS and the Company Articles of the DGCLIncorporation and Company Bylaws. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval unless in accordance with the Merger may be effected pursuant to Section 253 NRS and the Company Articles of the DGCLIncorporation and Company Bylaws, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement obligation of Parent or and Merger Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c)3.1(c) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement does not, and the consummation of the transactions contemplated thereby by hereby and compliance with the Company provisions hereof will not (A) 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 (including pursuant to any put right) of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, or result in the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (Encumbrance upon any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation properties or By-Laws assets of the Company or any of its Subsidiaries under, or require notice to be provided under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (A) the Company Articles of Incorporation or Company Bylaws or any provision of the comparable charter or organizational documents of its Subsidiaries or any of the Company’s Subsidiaries, (B) except any Company Contract (as defined in Section 3.1(u)) to which requisite waivers the Company or consents have been obtained and any of its Subsidiaries is a party or which is applicable to the Company or any of its Subsidiaries, (C) any material joint venture or other ownership arrangement, (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c3.1(c)(iii) are duly and timely obtained or made and, if required, and the approval of this Agreement and the Merger by the stockholders of the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any material judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (collectivelyE) any other Contract to which the Company or any Subsidiary is a party, "Laws"), except other than in the case of clauses this clause (1) and (2) for E), any Violations thatsuch conflicts, violations, defaults, rights, Encumbrances or detriments that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from from, any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "“Governmental Entity"”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the expiration or termination of the applicable waiting period thereunderwith respect thereto; (B) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (1) the Proxy Statement a proxy statement in preliminary and definitive form relating to the Stockholders' Meetingmeeting of the stockholders of the Company to be held in connection with the Merger (the “Proxy Statement”) (and clearance by the SEC of such Proxy Statement), (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby; (C) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessState; (D) filings with the Nasdaq National Market (“Nasdaq”); (E) such filings and approvals as may be required by any applicable state securities, "“blue sky" ” or takeover laws; (E) such filings in connection with any state , or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes")environmental laws; (F) such other filings and consents approvals as may be required under by any environmental, health or safety law or regulation pertaining to any foreign premerger notification, disclosure securities, corporate or required approval necessitated by the Merger other law, rule or the transactions contemplated by this Agreementregulation; and (G) any such consent, approval, order, authorization, registration, declaration, filing, or permit that the approval of this Agreement by failure to obtain or make would not be reasonably expected to, individually or in the holders of aggregate, have a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.Material Adverse Effect.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, Company Stockholder Meeting and (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement of Parent or and Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c4.1(c)(ii), the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to to, (A) any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k4.1(i)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.as

Authority; No Violations; Consents and Approvals. (ia) The Company Such Stockholder has all requisite corporate power and authority full legal capacity to enter into the Transaction Documents and, subject this Agreement and all other agreements referred to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))2.7 to which the Stockholder is a party (collectively, the "Stockholder Transaction Documents") and to consummate the transactions contemplated in the Transaction Documentshereby and thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub such Stockholder is a party constitutes party, upon execution and delivery by such Stockholder and, assuming the Stockholder Transaction Documents to which other persons are parties constitute the valid and binding agreement obligations of Parent or Subsuch other persons, constitute valid and binding obligations of the Company such Stockholder, enforceable in accordance with their respective terms and conditions terms, except that the enforcement thereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)Equitable Remedies. (ii) Except as set forth on Schedule 4.1(c), the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iiib) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Authority is required by or with respect to the Company or any of its Subsidiaries such Stockholder in connection with the execution and delivery of any of the Transaction Documents by the Company such Stockholder or the consummation by the Company such Stockholder of the transactions contemplated hereby or thereby, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (Bi) the filing with the SEC Securities and Exchange Commission (the "SEC") of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under Sections 13(a) and 16(a) of the Exchange Act and such other compliance with the Exchange Securities Act and the rules and regulations thereunder thereunder, as may be required in connection with this Agreement the Transaction Documents and the transactions contemplated herebyhereby or thereby; (Cii) the filing submission to the New York Stock Exchange (the "NYSE") of a supplemental listing application regarding the Certificate shares of Merger with USRP Common Stock issuable in the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessMerger; (Diii) any filings required under state securities laws; (iv) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (Ev) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents approvals as may be required under by any environmental, health or safety law or regulation pertaining to any foreign premerger notification, disclosure securities, corporate or required approval necessitated by the Merger other law, rule or the transactions contemplated by this Agreementregulation; and (Gvi) the approval of this Agreement by the holders filing, if applicable, of a majority pre- merger notification and report by USRP under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the expiration or termination of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.applicable waiting period thereunder.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.as

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))Shareholder Approval, to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to in the consummation case of the Merger, to the Company Stockholder Shareholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to in the consummation case of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLShareholder Approval, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement of Parent or Suband USF&G, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance Lien on assets or property, or right of first refusal with respect to any asset or property or change any other rights, benefits, liabilities or obligations (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, or change, a "Violation"), pursuant to to, (A) any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of the Company or the comparable documents of any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and specifically identified in Section 3.1(d) of the Disclosure Memorandum and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c3.1(d) are duly and timely obtained or made and, if requiredin the case of the Merger, the Company Stockholder Shareholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Company License (as defined in Section 3.1(g)), Company Benefit Plan (as defined in Section 4.1(k3.1(n)), Company Permit Material Contract (as defined in Section 4.1(g3.1(r)), or any other agreement, obligation, instrument, concession, franchise concession or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any such Violations that, which would not individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of aggregate adversely affect the Company to perform and its obligations under Subsidiaries taken as a whole in any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebymaterial respect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for for: (A) any actions and approval that may be required under the insurance laws and regulations of the jurisdictions in which the Subsidiaries of the Company that are insurance companies are domiciled or licensed, each of which is listed in Section 3.1(d)(iii)(A) of the Disclosure Memorandum; (B) the filing of a pre-merger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (BC) the filing with the SEC of (1x) the Proxy Statement a proxy statement in definitive form relating to the Stockholders' Meetingapproval by the holders of Company Common Stock of the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"), (2y) the Schedule 14D-9 registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which Shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the "Form S-4"), and (3z) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (CD) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Texas and appropriate documents with the relevant authorities Maryland State Department of other states in which the Company does businessAssessments and Taxation; (DE) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings the Company Shareholder Approval; and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) where the approval of this Agreement by failure to obtain consent, approval, order, or authorization of, or registration, declaration or filing with, notice to, or permit from a Government Entity would not adversely effect the holders of Company and its Subsidiaries taken as a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.whole in any material respect.

Authority; No Violations; Consents and Approvals. (i) The Company Provident has all requisite corporate power and authority to enter into this Agreement (including the Transaction Documents and, subject agreements attached as Exhibits to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), this Agreement to which it is a party) and to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of this Agreement (including the Transaction Documents agreements attached as Exhibits to this Agreement to which it is a party) and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of Provident (including the Company, subject, if required with respect receipt of an opinion of HealthAxis's financial advisor to the consummation of effect that the Merger, consideration to the Company Stockholder Approval, unless be paid in the Merger may be effected pursuant to Section 253 is fair from a financial point of the DGCL. The Transaction Documents have been duly executed and delivered by the Company view) and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement of Parent or SubHealthAxis and Provident, constitute constitutes a valid and binding obligations obligation of the Company Provident enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)) and (C) any ruling or action of any Governmental Entity as set forth in this Article III. (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company Provident will not (A) conflict with, or result in any violation ofViolation pursuant to, or default (with or without notice or lapse of time, or bothA) under, or give rise to a right of termination, cancellation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of Provident or the Company or comparable documents of any comparable charter or organizational documents of its Subsidiaries (other than HealthAxis) or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise concession or license or (2) any judgment, order, decree, statutestatue, law, ordinance, rule or regulation applicable to the Company Provident, or any of its Subsidiaries or their respective properties or assets (collectivelyassets, "Laws")except, except in the case of clauses clause (1) and (2) B), for any such Violations that, which would not individually or in the aggregate, would not have a Material Adverse Effect on the Company, aggregate materially impair and adversely affect the ability of the Company Provident to perform its obligations under any of the Transaction Documents or prevent the consummation of any of consummate the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyhereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company Provident or any of its Subsidiaries (other than HealthAxis) in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company Provident or the consummation by the Company Provident of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Texas and appropriate documents with the relevant authorities Department of other states in which State of the Company does businessCommonwealth of Pennsylvania; (DC) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmentalapplicable federal or state securities laws; and (D) where the failure to obtain consent, health approval, order, or safety law authorization of, or regulation pertaining registration, declaration or filing with, notice to, or permit from a Government Entity would not materially and adversely affect the ability of the Parties to any notification, disclosure or required approval necessitated by the Merger or consummate the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Transaction Documents adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated by this Agreement. The Company's execution and delivery of this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii))Approval, to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subjectassuming the due execution and delivery of this Agreement by Parent and Acquisition, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms and conditions except that as the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(cSCHEDULE 3.1(c)(ii), the execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) conflict with, or result in any breach or violation of, or default (with or without notice or the lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph obligation (iii) of this Section 4.1(c) are duly and timely obtained have been made or made andfulfilled, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation listing requirement, permit or authorization (collectively, "LAWS") applicable to the Company or any of its Subsidiaries or their respective properties or assets, or (D) any writ, judgment, decree, award, consent decree, waiver, stipulation, consent, settlement agreement, subpoena, complaint, citation, notice, summons, temporary restraining order, temporary or permanent injunction, stay, ruling or order of any Governmental Entity (collectively, "ORDERS") applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectivelyexcept, "Laws"), except in the case of clauses (1B), (C) and (2D) for any Violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyEffect. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.

Authority; No Violations; Consents and Approvals. (i) The Company Each of Concentra and Mergeco has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), which it is a party and to consummate the transactions contemplated in the Transaction Documentshereby or thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the CompanyConcentra and Mergeco, subject, if required with respect to the consummation no other action by Concentra's board of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLdirectors being required. The Transaction Documents to which Concentra and Mergeco are a party have been duly executed and delivered by each of Concentra and Mergeco as the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger case may be effected pursuant to Section 253 of the DGCLbe, and assuming that each of the Transaction Documents to which Parent the Company or Sub any of its Subsidiaries is a party constitutes constitute the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company or its Subsidiary, as the case may be, constitute a valid and binding obligation of each of Concentra and Mergeco enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable its terms, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generally and (b) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents by Concentra and Mergeco do not, and the consummation of the transactions contemplated thereby by hereby or thereby, and compliance with the Company provisions hereof or thereof, will not (Anot, subject to obtaining the consents, approvals, authorizations and permits and making the filings described in Section 4.2(c)(iii) or otherwise described on Schedule 4.2(c) of the Concentra Disclosure Schedule, 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 (including pursuant to any put right) of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Concentra or Mergeco or any of their Subsidiaries under, require the consent or approval of any third party lender or otherwise result in a lienmaterial detriment to Concentra or Mergeco or any of their Subsidiaries under, pledge, security interest any provision of (A) the certificates of incorporation or other encumbrance on assets bylaws of Concentra or property, Mergeco or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or any of Concentra's other Subsidiaries, (B) except as any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to which requisite waivers Concentra or consents have been obtained and Mergeco or any of their Subsidiaries or their respective properties or assets or any guarantee by Concentra or Mergeco or any of their Subsidiaries of the foregoing, (C) any joint venture or other ownership arrangement or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iiiSection 4.2(c)(iii) or described on Schedule 4.2(c) of this Section 4.1(c) the Concentra Disclosure Schedule are duly and timely obtained or made andmade, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Concentra or Mergeco or any of its their Subsidiaries or any of their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyassets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit Permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the Company Concentra or Mergeco or any of its their Subsidiaries in connection with the execution and delivery of any by Concentra or Mergeco of the Transaction Documents by the Company to which Concentra or Mergeco is a party or the consummation by the Company Concentra or Mergeco of the transactions contemplated hereby or thereby, except for for: (A) the filing of a pre-the certificate of merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (DB) such filings and approvals as may be required by any applicable state securitiestakeover laws or environmental laws, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"as described on Schedule 4.2(c); (FC) filings under the HSR Act; and (D) any such other filings consent, approval, order, authorization, registration, declaration, filing, or Permit that the failure to obtain or make (1) has not had, and consents as may could not reasonably be required under expected to have, individually or in the aggregate, a Concentra Material Adverse Effect, or (2) would not, or could not reasonably be expected to, materially impair the ability of Concentra or Mergeco to perform its obligations hereunder or prevent the consummation of any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or of the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.hereby.

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) except as to which requisite waivers or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation of (1) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g)), or any other agreement, obligation, instrument, concession, franchise or license or (2) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated thereby. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents by the Company or the consummation by the Company of the transactions contemplated thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, Company Stockholder Meeting and (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does business; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J.

Authority; No Violations; Consents and Approvals. (i) The Company Each of Parent and Sub has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), this Agreement and to consummate the transactions contemplated in the Transaction DocumentsMerger. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby Merger have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCLParent and Sub. The Transaction Documents have This Agreement has been duly executed and delivered by the Company each of Parent and Sub and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCL, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement of Parent or Subthe other parties hereto, constitute constitutes a valid and binding obligations obligation of the Company Parent and Sub enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby Merger by the Company each of Parent and Sub will not (A) violate, conflict with, with or result in any violation of, or default (with or without notice or lapse breach of time, or both) under, or give rise to a right of termination, cancellation or acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company Parent or any comparable charter or organizational documents of its Subsidiaries or Sub, (B) except as to which requisite waivers set forth on Schedule 3.3(b)(ii), violate, conflict with or consents have been obtained and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any Violation of (1) any loan or credit agreementmaterial note, notebond, mortgage, indenture or deed of trust, indentureor any material license, lease, Benefit Plan (as defined in Section 4.1(k)), Company Permit (as defined in Section 4.1(g))lease or agreement to which Parent or Sub is a party or to which any of their property is subject, or (C) violate any other agreement, obligation, instrument, concession, franchise material Order or license or (2) Legal Requirement of any judgment, order, decree, statute, law, ordinance, rule or regulation Governmental Entity applicable to the Company Parent or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by the Transaction Documents, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebySubsidiaries. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company Parent or any of its Subsidiaries Sub in connection with the execution and delivery of any this Agreement by each of the Transaction Documents by the Company Parent and Sub or the consummation by the Company each of Parent or Sub of the transactions contemplated therebyMerger, except for for: (A) the filing of a pre-merger notification and report form by the Company filings under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1) the Proxy Statement in definitive form relating to the Stockholders' Meeting, (2) the Schedule 14D-9 and (3) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware; and appropriate documents with the relevant authorities of other states in which the Company does business; (DC) such filings and approvals as may be required by any applicable federal or state securities, "blue sky" or takeover securities laws; (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J..

Authority; No Violations; Consents and Approvals. (i) The Company gave written notice of termination of the Agreement and Plan of Merger (the "Prior Merger Agreement") dated as of November 30, 1996 among HMTF Acquisition Corp., PCB Acquisition Corp. and the Company prior to 5:00 p.m. Pacific Time on December 4, 1996. Such termination was validly given by the Company in accordance with the provisions of Section 8.1(g) of the Prior Merger Agreement. The Company has given irrevocable instructions to its bank to pay the termination fee required to be paid under such Section 8.1(g) and a representative of the Company's bank has given the Company oral assurances that the amount will be paid to HMTF Acquisition Corp. prior to 9:00 a.m. Pacific Time on December 5, 1996. Subject only to HMTF Acquisition Corp.'s receipt of such termination fee, the Prior Merger Agreement is void and of no further effect. (ii) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii4.1(c)(iv)), to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval, unless the Merger may be effected pursuant to Section 253 of the DGCL. The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval unless the Merger may be effected pursuant to Section 253 of the DGCLApproval, and assuming that each of the Transaction Documents to which Parent or Sub is a party this Agreement constitutes the valid and binding agreement of Parent or and Sub, constitute constitutes a valid and binding obligations obligation of the Company enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iiiii) Except as set forth on Schedule 4.1(c), the The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby by the Company will not (A) 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 (including pursuant to any put right) of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets or property, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of termination, cancellation or acceleration, loss, creation or right of first refusal, a "Violation"), pursuant to any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company or any comparable charter or organizational documents of its Subsidiaries or (B) or, except as to which requisite waivers or consents have been obtained and, except as set forth on Schedule 4.1(c)(iii) hereto and assuming the consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (iii) of this Section 4.1(c) are duly and timely obtained or made and, if required, the Company Stockholder Approval has been obtained, result in any Violation except for Violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company of (1A) any loan or credit agreement, note, mortgage, deed of trust, indenture, lease, Company Employee Benefit Plan (as defined in Section 4.1(k4.1(ii)), Company Permit (as defined in Section 4.1(g4.1(f)), or any other material agreement, obligation, instrument, concession, franchise franchise, or license license, or (2B) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets (collectively, "Laws"), except in the case of clauses (1) and (2) for any Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations under any of the Transaction Documents or prevent the consummation of any of the transactions contemplated thereby. The Board of Directors of the Company has taken all actions necessary under the DGCL, including approving the transactions contemplated by this Agreement and the Transaction DocumentsStockholders Agreement, to ensure that Section 203 of the DGCL does not, and will not, apply to the transactions contemplated therebyin this Agreement or the Stockholders Agreement. (iiiiv) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to, or permit from any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of any of the Transaction Documents this Agreement by the Company or the consummation by the Company of the transactions contemplated therebyhereby, except for for: (A) the filing of a pre-merger premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the applicable waiting period thereunder; (B) the filing with the SEC of (1x) the Proxy Statement a proxy statement (if required by applicable law) in definitive form relating to a meeting of the Stockholders' Meetingholders of Company Common Stock to approve the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"), (2y) the Schedule 14D-9 in connection with the Offer, and (3z) such reports under and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company does businessDelaware; (D) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; and (E) such filings in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its Subsidiaries' real property, if any (collectively, the "Gains and Transfer Taxes"); (F) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (G) the approval of this Agreement and the Merger by the holders of a majority of the outstanding Shares ("Company Stockholder Approval"); (H) such filings, consents, approvals and authorizations under the New Jersey Industrial Site Recovery Act, N.J..