Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Each of Parent and Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated in this Agreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, valid and binding obligations of Parent and Buyer, enforceable against Parent and Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as set forth on Schedule 4.04(b), the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does not, and the performance of this Agreement and the Ancillary Agreements by Parent and Buyer will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, or (ii) to the knowledge of Parent, conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated hereby, subject to approval of the consummation of the Merger set forth in this Agreement and by the Ancillary AgreementsRequired Parent Vote (as defined in Section 3.2(j)). The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Parent and Merger Sub, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required Parent Vote. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations of Parent and Buyer, agreement enforceable against Parent and Buyer it in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (bii) Except The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws (or similar organizational documents) of Parent or Merger Sub or (B) except (x) as set forth would not reasonably be expected to result in a Material Adverse Effect on Schedule 4.04(b)Parent or Merger Sub or (y) would or would reasonably be expected to, individually or in the aggregate, prevent Parent or Merger Sub from performing, or materially impair the ability of Parent or Merger Sub to perform, their respective obligations under this Agreement. (iii) No material consent, approval, order, license, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is necessary or required to be obtained or made by or with respect to Parent, Merger Sub or any other Subsidiary of Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does notMerger Sub or the performance and consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby except for those required under or in relation to (A) the HSR Act, (B) the Blue Sky Laws, (C) the Exchange Act, (D) the NYBCL with respect to the filing of the Certificate of Merger, (E) rules and regulations of the NYSE and the London Stock Exchange plc (the "LSE") and the UK Listing Rules (as defined in 3.2(e)), (F) applicable state public utility Laws, rules --- and regulations promulgated by the NYPSC, and the performance NHPUC, (G) Section 203 of this Agreement and the Ancillary Agreements by Parent and Buyer will not Federal Power Act, (iH) conflict with or violate if required, the certificate of incorporation or bylaws of Parent or BuyerAtomic Energy Act, as (I) the case may beFCC, or (iiJ) notice to the knowledge of ParentCommittee on Foreign Investment (CFIUS) pursuant to the Exon-Florio Act, conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iiiK) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge antitrust or other encumbrance upon competition laws of othxx jurisdictions, and (L) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.2(b)(iii) of the Parent Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of foregoing clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) through (J) are hereinafter referred to have a as the "Parent Material Adverse Effect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsRequired Approvals".

Authority; No Violations. (ai) Each of Parent and Buyer has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of each of Parent and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessaryParent. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, been duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of Parent and BuyerParent, enforceable against Parent and Buyer it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (bii) Except as set forth on Schedule 4.04(b), the The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does do not or will not, as the case may be, and the performance of this Agreement and the Ancillary Agreements consummation by Parent of the Merger and Buyer the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with any provision of the memorandum and articles of association (or violate the certificate of incorporation or bylaws other comparable charter documents) of Parent or Buyer, as the case may be, any Subsidiary of Parent or (iiB) to except as would not, individually or in the knowledge of aggregate, have a Material Adverse Effect on Parent, conflict with subject to obtaining or violate making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any statuteContract, code, ordinance, rule, regulation, judgment, order, writ, decree, license Laws or injunction Orders applicable to Parent or Buyer any Subsidiary of Parent or any of their respective properties or assets, or . (iii) result in No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any breach Governmental Entity is required by or violation of or constitute a default (with respect to Parent or any event which, Subsidiary of Parent in connection with notice the execution and delivery of this Agreement by Parent or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreementsconsummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the HSR Act, (B) Laws of any PUCs and set forth in Section 3.2 (b)(iii)(B) of the Parent Disclosure Schedule, (C) Laws of any Health Agencies set forth in Section 3.2 (b)(iii)(C) of the Parent Disclosure Schedule, (D) rules and regulations of the London Stock Exchange, (E) any notification required to be made to the Office of Water Services pursuant to the Instrument of Appointment of York Water Services Limited as a regulated water and sewerage undertaker and (F) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to the foregoing clauses (A) through (F) are hereinafter referred to as the "Parent Required Consents". The parties hereto agree that references in this Agreement to "obtaining" Parent Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution execution, delivery and delivery performance by Merger Sub of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate and shareholder action on the part of each of Parent and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessaryMerger Sub. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, been duly and validly executed and delivered by Parent Merger Sub and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of Parent and BuyerMerger Sub, enforceable against Parent and Buyer it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (bii) Except as set forth on Schedule 4.04(b), the The execution and delivery of this Agreement and by Merger Sub do not or will not, as the Ancillary Agreements by Parent and Buyer does notcase may be, and the performance of this Agreement and the Ancillary Agreements consummation by Parent Merger Sub of the Merger and Buyer the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate articles of incorporation or bylaws by-laws of Parent or Buyer, as the case may be, or (ii) to the knowledge of Parent, conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect Merger Sub or (B) otherwise adversely affect except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent’s , subject to obtaining or Buyer’s ability making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to consummate in paragraph (iii) below, any Contract, Laws or Orders applicable to Merger Sub or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation of the Merger and the other transactions contemplated by this hereby, except for the Parent Required Consents, the filing of the Agreement of Merger pursuant to the CCC and DGCL and such consents, approvals, orders, authorizations, registrations, declarations and filings the Ancillary Agreementsfailure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violations. (a) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of each of Parent and BuyerMerger Sub, enforceable against Parent and Buyer each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors rights generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles. (b) Except for the consent which Parent is required to obtain from Wachovia Bank, N.A. in accordance with the terms and conditions of the current Lending Facility by and between Parent and Wachovia Bank, N.A. or as set forth on Schedule 4.04(b)would not impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements consummation by Parent and Buyer Merger Sub of the Merger and the other transactions contemplated hereby will not not, result in a Violation pursuant to: (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, Merger Sub or (ii) to the knowledge of Parentany loan or credit agreement, conflict with note, mortgage, bond, indenture, lease, benefit plan or violate any statuteother agreement, codeobligation, ordinanceinstrument, rulepermit, regulationconcession, franchise, license, judgment, order, writ, decree, license statute, law, ordinance, rule or injunction regulation applicable to Parent or Buyer any Subsidiary of Parent or any of their respective properties or assets, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 4.3(c). (iiic) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach Except as would not reasonably be expected (A) to have a Parent Material Adverse Effect impede, interfere with, prevent or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the Ancillary Agreementsother transactions contemplated hereby, except for those required under or in relation to (i) the HSR Act, (ii) applicable foreign antitrust laws, (iii) the Blue Sky Laws, (iv) the Exchange Act, (v) the DGCL with respect to the filing of the Certificate of Merger and (vi) the Securities Act of 1933.

Authority; No Violations. (a) Each of Parent and Buyer has the requisite have full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, have been duly and validly executed and delivered by Parent and Buyer and, assuming the due authorization, execution and delivery and by the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitute valid and binding obligations of Parent and Buyer, enforceable against Parent and Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as set forth on Schedule 4.04(b)4.03(b) hereto, neither the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent and Buyer, nor the consummation by either Parent or Buyer, as the case may be, of the transactions contemplated hereby and thereby, nor compliance by either Parent or Buyer does notwith any of the terms or provisions hereof or thereof, and the performance of this Agreement and the Ancillary Agreements by Parent and Buyer will not (i) violate, conflict with or violate result in a breach of any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent Parent, or Buyer, as the case may be, or (ii) to the knowledge of ParentParent and Buyer, conflict with or violate any statute, code, ordinance, rule, regulationregulations, judgment, order, writ, decree, license decree or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any breach or violation provisions of or the loss of any benefit under, constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties terms, conditions or assets provisions of Parent or Buyer under any note, bond, mortgage, indenture, deed of trust, license, lease, material agreement or other instrument or obligation to which Parent or Buyer is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsEffect.

Authority; No Violations. (ai) Each of Parent and Buyer has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of each of Parent and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessaryParent. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, been duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of Parent and BuyerParent, enforceable against Parent and Buyer it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (bii) Except as set forth on Schedule 4.04(b), the The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does do not or will not, as the case may be, and the performance of this Agreement and the Ancillary Agreements consummation by Parent of the Merger and Buyer the other actions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate articles of incorporation or bylaws by-laws of Parent or Buyer, as the case may be, any Subsidiary of Parent or (iiB) to except as would not, individually or in the knowledge of aggregate, have a Material Adverse Effect on Parent, conflict with subject to obtaining or violate making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any statuteContract, code, ordinance, rule, regulation, judgment, order, writ, decree, license Laws or injunction Orders applicable to Parent or Buyer any Subsidiary of Parent or any of their respective properties or assets, or . (iii) result in No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any breach Governmental Entity is required by or violation of or constitute a default (with respect to Parent or any event which, Subsidiary of Parent in connection with notice the execution and delivery of this Agreement by Parent or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreementsconsummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the HSR Act, (B) Laws of any PUCs and set forth in Section 3.1 (c)(iii)(D) of the SJW Disclosure Schedule, (C) rules and regulations of the New York Stock Exchange, and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to the foregoing clauses (A) through (D) are hereinafter referred to as the "Parent Required Consents". The parties hereto agree that references in this Agreement to "obtaining" Parent Required Consents means obtaining such consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Law or an Order.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and corporate authority to execute and deliver enter into this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of each of Parent and BuyerMerger Sub, enforceable against Parent and Buyer each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors rights generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles. (bii) Except as set forth on Schedule 4.04(b)would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements consummation by Parent and Buyer Merger Sub of the Merger and the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, Merger Sub or (iiB) subject to obtaining or making the knowledge of Parentconsents, conflict with approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 3.2(c)(iii) below, any loan or violate any statutecredit agreement, codenote, ordinancemortgage, rulebond, regulationindenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, writ, decree, license statute, law, ordinance, rule or injunction regulation applicable to Parent or Buyer any Subsidiary of Parent or any of their respective properties or assets, or . (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach Except as would not reasonably be expected (A) to have a Parent Material Adverse Effect impede, interfere with, prevent or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate materially delay the transactions contemplated by this Agreement, no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the Ancillary Agreementsother transactions contemplated hereby, except for those required under or in relation to (A) the HSR Act; (B) filings required under any applicable federal, state or Foreign Antitrust Laws; (C) the applicable requirements of CFIUS under Exon-Xxxxxx; and (D) the DGCL with respect to the filing of the Certificate of Merger.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of each of Parent and BuyerMerger Sub, enforceable against Parent and Buyer each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors rights generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles. (bii) Except as set forth on Schedule 4.04(b)would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements consummation by Parent and Buyer Merger Sub of the Merger and the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, Merger Sub or (iiB) subject to obtaining or making the knowledge of Parentconsents, conflict with approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or violate any statutecredit agreement, codenote, ordinancemortgage, rulebond, regulationindenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, writ, decree, license statute, law, ordinance, rule or injunction regulation applicable to Parent or Buyer any Subsidiary of Parent or any of their respective properties or assets, or . (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach Except as would not reasonably be expected (A) to have a Parent Material Adverse Effect impede, interfere with, prevent or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the Ancillary Agreementsother transactions contemplated hereby, except for those required under or in relation to (A) the HSR Act and (B) the DGCL with respect to the filing of the Certificate of Merger.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated hereby, subject to approval of the consummation of the Merger set forth in this Agreement and by the Ancillary AgreementsRequired Parent Vote (as defined in Section 3.2(j)). The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Parent and Merger Sub, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required Parent Vote. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations of Parent and Buyer, agreement enforceable against Parent and Buyer it in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (bii) Except The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate of incorporation or by-laws (or similar organizational documents) of Parent or Merger Sub or (B) except (x) as set forth would not reasonably be expected to result in a Material Adverse Effect on Schedule 4.04(b)Parent or Merger Sub or (y) would or would reasonably be expected to, individually or in the aggregate, prevent Parent or Merger Sub from performing, or materially impair the ability of Parent or Merger Sub to perform, their respective obligations under this Agreement. (iii) No material consent, approval, order, license, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is necessary or required to be obtained or made by or with respect to Parent, Merger Sub or any other Subsidiary of Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does notMerger Sub or the performance and consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby except for those required under or in relation to (A) the HSR Act, (B) the Blue Sky Laws, (C) the Exchange Act, (D) the NYBCL with respect to the filing of the Certificate of Merger, (E) rules and regulations of the NYSE and the London Stock Exchange plc (the “LSE”) and the UK Listing Rules (as defined in 3.2(e)), (F) applicable state public utility Laws, rules and regulations promulgated by the NYPSC, and the performance NHPUC, (G) Section 203 of this Agreement and the Ancillary Agreements by Parent and Buyer will not Federal Power Act, (iH) conflict with or violate if required, the certificate of incorporation or bylaws of Parent or BuyerAtomic Energy Act, as (I) the case may beFCC, or (iiJ) notice to the knowledge of ParentCommittee on Foreign Investment (CFIUS) pursuant to the Exon-Fxxxxx Act, conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iiiK) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge antitrust or other encumbrance upon competition laws of other jurisdictions, and (L) the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.2(b)(iii) of the Parent Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of foregoing clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) through (J) are hereinafter referred to have a as the “Parent Material Adverse Effect or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsRequired Approvals”.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of each of Parent and BuyerMerger Sub, enforceable against Parent and Buyer each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors rights generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles. (bii) Except as set forth on Schedule 4.04(b), the The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements consummation by Parent and Buyer Merger Sub of the Merger and the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate of incorporation or bylaws by-laws of Parent or Buyer, as the case may be, Merger Sub or (iiB) except as would not reasonably be expected to impede, interfere with, prevent or materially delay the knowledge of Parenttransactions contemplated by this Agreement, conflict with subject to obtaining or violate making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any statuteloan or credit agreement, codenote, ordinancemortgage, rulebond, regulationindenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, writ, decree, license statute, law, ordinance, rule or injunction regulation applicable to Parent, Merger Sub or any Subsidiary of Parent or Buyer or any of their respective properties or assets, or . (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach Except as would not reasonably be expected (A) to have a Parent Material Adverse Effect impede, interfere with, prevent or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the Ancillary Agreementsother transactions contemplated hereby, except for those required under or in relation to (A) the HSR Act, (B) the Blue Sky Laws, (C) the Exchange Act, (D) the DGCL with respect to the filing of the Certificate of Merger and (E) laws, rules and regulations regulating gaming and lottery and the sale and provision of liquor, including beer and wine and (F) antitrust, investment, merger control or other similar laws of other jurisdictions, including but not limited to the EC Merger Regulation.

Authority; No Violations. (ai) Each of Parent Parent, Merger Sub A, Merger Sub B and Buyer has the HoldCo have all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of each of Parent Parent, Merger Sub A, Merger Sub B and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessaryHoldCo. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, been duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constituteParent, Merger Sub A, Merger Sub B and HoldCo and constitutes a valid and binding obligations agreement of Parent each of Parent, Merger Sub A, Merger Sub B and BuyerHoldCo, enforceable against Parent and Buyer each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. (bii) Except Parent is not currently in violation of, or in default under, (A) any provision of the articles of incorporation or by- laws of Parent or (B) except as set forth would not reasonably be expected to result in a Material Adverse Effect on Schedule 4.04(b)Parent, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or their respective properties or assets. The execution and delivery of this Agreement by Parent, Merger Sub A, Merger Sub B and HoldCo do not, and the consummation by Parent, Merger Sub A, Merger Sub B and HoldCo of the Mergers and the other transactions contemplated hereby will not, result in a Violation pursuant to: (C) any provision of the articles of incorporation or by-laws of Parent or (D) except as would not reasonably be expected to result in a Material Adverse Effect on Parent, subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Parent or any of its Subsidiaries is now subject to or a party to or by which any of them or any of their respective properties or assets may be bound or affected. (iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent, Merger Sub A, Merger Sub B and HoldCo or the consummation by Parent, Merger Sub A, Merger Sub B and HoldCo of the Mergers and the Ancillary Agreements by Parent and Buyer does not, and the performance of this Agreement and the Ancillary Agreements by Parent and Buyer will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, or (ii) to the knowledge of Parent, conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a partytransactions contemplated hereby, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected for (A) to have a Parent Material Adverse Effect or the Necessary Approvals and (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate the transactions contemplated by this Agreement consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.2(d)(iii) of the Ancillary AgreementsParent Disclosure Schedule (the "Parent Required Statutory Approvals").

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution execution, delivery and delivery performance by Merger Sub of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate and stockholder action on the part of each of Parent and Buyer and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessaryMerger Sub. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, been duly and validly executed and delivered by Parent Merger Sub and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of Parent and BuyerMerger Sub, enforceable against Parent and Buyer it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (bii) Except as set forth on Schedule 4.04(b), the The execution and delivery of this Agreement and by Merger Sub do not or will not, as the Ancillary Agreements by Parent and Buyer does notcase may be, and the performance of this Agreement and the Ancillary Agreements consummation by Parent Merger Sub of the Merger and Buyer the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate of incorporation or bylaws by-laws of Parent or Buyer, as the case may be, or (ii) to the knowledge of Parent, conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, license or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Parent Material Adverse Effect Merger Sub or (B) otherwise adversely affect except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent’s , subject to obtaining or Buyer’s ability making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to consummate in paragraph (iii) below, any Contract, Laws or Orders applicable to Merger Sub or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation of the Merger and the other transactions contemplated by this Agreement hereby, except for the Parent Required Consents, the filing of the Delaware Certificate of Merger pursuant to the DGCL and such consents, approvals, orders, authorizations, registrations, declarations and filings the Ancillary Agreementsfailure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violations. (ai) Each of Parent and Buyer Merger Sub has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Buyer Merger Sub and no other authorization or consent from the board of directors or shareholders of Buyer or Parent is necessary. This Agreement has been, and as of the Closing Date each of the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Buyer and, assuming due execution and delivery and the validity and binding effect thereof on Seller, this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, constitutes a valid and binding obligations agreement of each of Parent and BuyerMerger Sub, enforceable against Parent and Buyer each of them in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency (including all moratorium and similar laws relating to fraudulent transfers)or affecting creditors rights generally, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)principles. (bii) Except as set forth on Schedule 4.04(b)would not reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Buyer does Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements consummation by Parent and Buyer Merger Sub of the Merger and the other transactions contemplated hereby will not not, result in a Violation pursuant to: (iA) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Buyer, as the case may be, Merger Sub or (iiB) subject to obtaining or making the knowledge of Parentconsents, conflict with approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or violate any statutecredit agreement, codenote, ordinancemortgage, rulebond, regulationindenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, writ, decree, license statute, law, ordinance, rule or injunction regulation applicable to Parent or Buyer any Subsidiary of Parent or any of their respective properties or assets, or . (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Parent or Buyer under any material agreement to which Parent or Buyer is a party, except in the case of clauses (ii) and (iii) where such violation, conflict or breach Except as would not reasonably be expected (A) to have a Parent Material Adverse Effect impede, interfere with, prevent or (B) otherwise adversely affect Parent’s or Buyer’s ability to consummate materially delay the transactions contemplated by this Agreement, no material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the Merger and the Ancillary Agreementsother transactions contemplated hereby, except for those required under or in relation to the DGCL with respect to the filing of the Certificate of Merger.