Common use of Authority of Buyer; Conflicts Clause in Contracts

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer or its stockholders. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Requirements of Law of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither None of the execution and execution, delivery or performance by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, conflict with or constitute a defaultdefault under any provision of, an event of default or an event creating that, after notice or lapse of time or both, would result in the creation of rights of acceleration, termination or cancellation or a loss of rights under (1A) the Certificate of Incorporation or By-laws Organizational Documents of Buyer, (2B) any note, instrument, mortgage, lease, franchise or financial obligation material Contract to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3C) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4D) any Requirements of Law affecting Buyer, other than, in the case of clauses (2B), (3C) and (4D) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially delay or materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, the notice to or the making by Buyer of any declaration, filing or registration with, any Person, except for (1A) in connection, connection with or in compliance, compliance with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3B) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 8.1 and (4C) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholdersshareholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of this Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights generally and to general equity principles. (b) Neither Except as set forth in Schedule 5.2 of the disclosure schedule delivered by Buyer to Seller concurrently with the execution of this Agreement (the “Buyer Disclosure Schedule”), the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or by Buyer, the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance thereby by Buyer and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof willby Buyer will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii5.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate articles of Incorporation incorporation or By-laws bylaws of Buyer, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonGovernmental Body, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) applicable requirements, if any, of Nasdaq, (4) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (35) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 7.2(a)(vi) and (46) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholdersshareholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentAon) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate Memorandum of Incorporation Association or By-laws Articles of Association of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) assuming that all necessary consents, approvals, authorizations and other actions described in Section 6.2(b)(ii) have been obtained, all filings and notifications described in Section 6.2(b)(ii) have been made and any applicable waiting period has expired or been terminated, any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that(A) which are based on any facts or circumstances relating to Aon, individually the Company or in the aggregate, Subsidiaries or (B) that would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonAdministrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR ActAct or similar competition Requirements of Law in foreign jurisdictions, (2) such acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, approvals, filings and or notices as may be required under by any applicable insurance Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this AgreementLaw, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 8.1(a)(v) and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite Buyer’s board of directors. No other corporate action and do not require any further authorization or consent proceedings on the part of Buyer are necessary to authorize this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby or its stockholdersthereby. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentAon and Seller) is the legal, valid and binding agreement obligation of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or each of the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of that all necessary consents consents, approvals, authorizations and approvals and the filing of all necessary documents as other actions described in Section 6.2(b)(ii)) have been obtained, ------------------ contravene, conflict withall filings and notifications described in Section 6.2(b)(ii) have been made and any applicable waiting period has expired or been terminated, result in a material violation or material breach of the terms, conditions or provisions of, or materially conflict with, or constitute a material default, an event of default or an event creating rights of acceleration, modification, termination or cancellation or a loss of material rights or requirement of notice under, or result in the creation or imposition of any material Encumbrance upon Buyer, or any assets of Buyer, under (1) the Certificate of Incorporation charter or Byby-laws of Buyer, (2) any agreement, contract, license, Governmental Permit, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets are subject, (3) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer it is bound, (34) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (45) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonAdministrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings the California Department of Insurance (to the extent required) and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure Texas Department of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyInsurance.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of this Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the The execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or by Buyer, the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance thereby by Buyer and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof willby Buyer will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws bylaws of Buyer, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonGovernmental Body, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (34) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 8.2(a)(iv) and (45) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights creditors’rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement by Buyer or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, with or result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, and (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v8.2(a)(iv), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Each of Buyer and RBC Parent has the ----------------------------- corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and RBC Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s and RBC Parent’s respective boards of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer Buyer, RBC Parent or its their respective stockholders. This Agreement has been duly and validly authorized, executed and delivered by each of Buyer and constitutes RBC Parent and represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of each of Buyer and RBC Parent enforceable against each of Buyer and RBC Parent in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer or RBC Parent of this Agreement or by Buyer of any of the Buyer Ancillary Agreements or the consummation by Buyer or RBC Parent of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer or RBC Parent with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, conflict with or constitute a defaultdefault under any provision of, an event of default or an event creating that, after notice or lapse of time or both, would result in the creation of rights of acceleration, termination or cancellation or a loss of rights under (1A) the Certificate Organizational Documents of Incorporation Buyer or By-laws of BuyerRBC Parent, (2B) any note, instrument, mortgage, lease, franchise or financial obligation material Contract to which Buyer or RBC Parent is a party or any of its properties is subject or by which Buyer or RBC Parent is bound, (3C) any Court Order to which Buyer or RBC Parent is a party or by which Buyer or any of its properties or assets it is bound or affected or (4D) any Requirements of Law affecting BuyerBuyer or RBC Parent, other than, in the case of clauses (2B), (3C) and (4D) above, any such violations, breaches, conflicts, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer or RBC Parent to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, the notice to or the making by Buyer or RBC Parent of any declaration, filing or registration with, any PersonGovernmental Body, except for (1A) in connection, connection with or in compliance, compliance with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3B) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v)8.1, and (4C) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate full power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite necessary corporate action (including having been authorized and approved by Buyer’s board of directors) and do not require any further authorization authorization, action or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentAon) is the legal, valid and binding agreement obligation of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or each of the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of that all necessary consents consents, approvals, authorizations and approvals and the filing of all necessary documents as other actions described in Section 6.2(b)(ii)) have been obtained, ------------------ contravene, conflict withall filings and notifications described in Section 6.2(b)(ii) have been made and any applicable waiting period has expired or been terminated, result in a violation or breach of the terms, conditions or provisions of, or constitute constitute, with or without notice, lapse of time or both, a default, an event of default or an event creating rights of acceleration, termination termination, vesting, payment, exercise, suspension, revocation or cancellation or a loss of rights or benefits under, or require the consent of any Person under or result in the creation or imposition of any Encumbrance upon Buyer or any of the assets or properties of Buyer, under (1) the Certificate certificate of Incorporation incorporation or Byby-laws (or similar organizational documents) of Buyer, (2) any note, instrument, mortgage, lease, lien, contract, agreement, license, permit, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or bound, (4) any Requirements of Law affecting Buyer, or (5) all licenses (including insurance licenses), franchises, permits, privileges, immunities, certificates, variances, orders, consents, approvals and other authorizations from an Administrative Authority that are necessary to entitle Buyer to own or lease, operate and use its properties or assets and to carry on and conduct its business as conducted on the date of this Agreement, other than, in the case of clauses (2), (3), (4) and (45) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, Encumbrances that would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonAdministrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, approvals, filings and or notices as may be required under by any applicable insurance Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this AgreementLaw, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 8.1(a) and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer or its stockholderssole stockholder. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, conflict with or constitute a defaultdefault under any provision of, an event of default or an event creating that, after notice or lapse of time or both, would result in the creation of rights of acceleration, termination or cancellation or a loss of rights under (1A) the Certificate of Incorporation or By-laws Organizational Documents of Buyer, (2B) any note, instrument, mortgage, lease, franchise or financial obligation material Contract to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3C) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4D) any material Requirements of Law affecting Buyer, other than, in the case of clauses (2B), (3C) and (4D) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, the notice to or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2A) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with Agreement or any of the Taxes described in Section 8.2(a)(v), Buyer Ancillary Agreements and (4B) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate all requisite power and authority to execute, deliver and perform enter into this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary corporate or other organizational action of Buyer and the execution, delivery and performance of each of the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby or its Affiliate that will be a party thereto have been duly authorized and approved by all requisite necessary corporate or other entity action and do not require any further authorization or consent of Buyer or and its stockholdersAffiliates. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) constitutes the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements, upon execution and delivery by Buyer or its Affiliate that will be a party thereto, will be (assuming the valid authorization, execution and delivery by Seller or its Affiliate that is a party thereto) a legal, valid and binding obligation of Buyer or such Affiliate enforceable against it in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principlesaccordance with its terms. (b) Neither Except as set forth on SCHEDULE 6.2(B), the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements by Buyer or its Affiliate, the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance thereby by Buyer and its Affiliates and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof willby Buyer and its Affiliates will not: (i) assuming with or without the receipt giving of all necessary consents and approvals and notice, the filing lapse of all necessary documents as described in Section 6.2(b)(ii)time or both, ------------------ contravenerequire the consent of any Person, under conflict with, with or result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, modification, termination or cancellation or a loss of benefits or rights or creation of obligations or increase in any obligation under (1) the Certificate charter, bylaws or similar organizational documents of Incorporation Buyer or By-laws of Buyer, any such Affiliate; (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which Buyer or any such Affiliate is a party or any of its properties is subject or by which Buyer or any such Affiliate is bound, ; (3) assuming the receipt of all consents, approvals, authorizations and acts and the making of all declarations, filings and registrations as described in SECTION 6.2(B)(II), any Court Order to which Buyer or any such Affiliate is a party or by which Buyer or any of its properties or assets it is bound or affected bound; or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses CLAUSES (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights thatthat would not, individually or in the aggregate, would not reasonably be expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer or any such Affiliate of any declaration, filing or registration with, any PersonGovernmental Body, except for (1) in connection, or in compliance, with the provisions of the HSR Act, if applicable, and other Competition Laws; (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby; (3) such approvals, consents, approvalsauthorizations, acts, declarations, filings and notices registrations as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, ; and (34) such filings as may be required in connection with the Taxes described in Section 8.2(a)(vSECTION 8.2(A)(IV), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(iiSECTION 6.2(B)(II), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(vSECTION 8.2(A)(V), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of this Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the The execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or by Buyer, the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance thereby by Buyer and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof willby Buyer will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws bylaws of Buyer, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonGovernmental Body, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (34) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 8.2(a)(iv) and (45) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate requisite power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. The execution, delivery and performance of the Guarantee by each of the Guarantors has been duly authorized and approved by all requisite limited partnership action and constitute the legal, valid and binding obligation of each of the Guarantors enforceable in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principlesaccordance with its terms. (b) Neither the execution and delivery by Buyer of this Agreement Agreement, the Guarantee or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of that all necessary consents and consents, authorizations, approvals and the filing of all necessary documents as filings described in Section 6.2(b)(ii) have been obtained (or the relevant waiting periods have expired or been terminated), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v8.1(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the corporate ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of Buyer Ancillary Agreements. The Chairman and Chief Executive Officer of Buyer will recommend that Buyer's board of directors take all necessary corporate action, at its regularly scheduled meeting to be held on June 28, 2000, to authorize, ratify and approve the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer. Buyer has no reason to believe that Buyer's board of directors will not unanimously authorize, ratify and approve this Agreement, the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebythereby at such June 28, 2000 meeting. The Upon such authorization, ratification and approval by Buyer's board of directors, the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby will have been duly authorized authorized, ratified and approved by all requisite corporate action Buyer's board of directors and do will not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and, when Buyer's board of directors shall have authorized and constitutes approved the execution, delivery and performance of this Agreement at the June 28, 2000 meeting (assuming the valid authorization, execution and delivery of this Agreement by Parent) Seller), will be the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has Agreements, when Buyer's board of directors shall have authorized and approved the execution, delivery and performance thereof at the June 28, 2000 meeting, will have been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the each other party or parties thereto) a the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a violation or a default, an event of default or an event creating rights of acceleration, termination or cancellation of any obligation or a loss of rights under (1) the Certificate of Incorporation charter or Byby-laws of Buyer, (2) any note, contract, license, indenture, agreement, commitment, instrument, mortgage, lease, franchise franchise, permit or other authorization, right, restriction or financial obligation or other legally binding obligation or arrangement to which Buyer is a party or any of its properties or assets is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets are subject or by which it is bound or affected or (4) any Requirements of Law affecting BuyerBuyer or by which any of the properties or assets of Buyer are affected, other than, in the case of clauses clause (2), (3) and (4) above, any such conflicts, violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonGovernmental Body, except for (1) in connection, or in compliance, with the provisions of the HSR Act, and (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not reasonably be expected to materially impair the ability of Buyer to perform its obligations hereunder or reasonably be expected to prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Buyer’s Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Buyer’s Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer or its stockholders. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Buyer’s Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Buyer’s Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, conflict with or constitute a defaultdefault under any provision of, an event of default or an event creating that, after notice or lapse of time or both, would result in the creation of rights of acceleration, termination or cancellation or a loss of rights under (1A) the Certificate of Incorporation or By-laws Organizational Documents of Buyer, (2B) any note, instrument, mortgage, lease, franchise or financial obligation material Contract to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3C) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4D) any Requirements of Law affecting Buyer, other than, in the case of clauses (2B), (3C) and (4D) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, ; or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, the notice to or the making by Buyer of any declaration, filing or registration with, any Person, except for (1A) in connection, connection with or in compliance, compliance with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3B) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v)8.1, and (4C) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- full corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been fully and duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of this Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements by Buyer or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation breach of the terms of the Certificate of Incorporation or bylaws of Buyer; (ii) result in a breach of the terms, conditions or provisions of, or constitute a defaultdefault under, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyerunder, (2) any note, instrument, agreement, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights than those that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder under this Agreement or the Buyer Ancillary Agreements or prevent the consummation of any of the transactions contemplated herebyhereby and thereby; (iii) result in a breach of the terms, conditions or provisions of, any Court Order to which Buyer is a party or by which Buyer is bound or any Requirements of Law affecting Buyer, other than those that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations under this Agreement or the Buyer Ancillary Agreements or prevent the consummation of any of the transactions contemplated hereby and thereby; or (iiiv) require the approval, consent, authorization, license, permit, order declaration or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Each of Buyer and each Buyer Party has the ----------------------------- corporate full power and authority to execute, execute and deliver and perform this Agreement and each of the Buyer Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer such Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer and each Buyer Party have been duly and validly authorized and approved by all requisite corporate or other similar action and do not require any further authorization or consent on the part of Buyer or its stockholdersand each Buyer Party. This Agreement has been duly and validly authorized, executed and delivered by Buyer Buyer, and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement obligation of Buyer Buyer, enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements to which Buyer or any Buyer Party is or will be a party has been duly and validly authorized by Buyer and or such Buyer Party and, upon execution and delivery by Buyer or such Buyer Party, will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer or such Buyer Party enforceable against Buyer in accordance with its terms, subject in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principlesthe Enforceability Exceptions. (b) Neither Except as may result from any facts or circumstances solely relating to Seller or its Affiliates (as opposed to any other non-affiliated third party), none of the execution and execution, delivery or performance by Buyer or any Buyer Party of this Agreement or any of the Buyer Ancillary Agreements or Agreements, the consummation by Buyer or any Buyer Party of any of the transactions contemplated hereby or thereby, nor thereby or compliance by Buyer or any Buyer Party with or fulfillment by Buyer or any Buyer Party of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation each Affiliate of the transactions contemplated hereby and thereby Buyer party thereto have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and such Affiliate’s board of directors, board of managers or the equivalent authorizing body, as applicable, and do not require any further authorization or consent of Buyer Buyer, its stockholders, such Affiliate or its such Affiliate’s board of directors or stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) is the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and each applicable Affiliate party thereto and upon execution and delivery by Buyer or such Affiliate will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer or such Affiliate enforceable against Buyer or such Affiliate in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and subject to, as to enforceability, general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer or an Affiliate of Buyer party thereto with or fulfillment by Buyer or such Affiliate of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of that all necessary consents consents, approvals, authorizations and approvals and the filing of all necessary documents as other actions described in Section 6.2(b)(ii)) have been obtained, ------------------ contravene, conflict withall filings and notifications described in Section 6.2(b)(ii) have been made and any applicable waiting period has expired or been terminated, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1A) the Certificate of Incorporation or By-laws of BuyerBuyer or such Affiliate, (2B) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer or such Affiliate is a party or any of its properties is subject or by which Buyer or such Affiliate is bound, (3C) any Court Governmental Order to which Buyer or such Affiliate is a party or by which Buyer or any of its properties or assets it is bound or affected or (4D) any Requirements of Law affecting BuyerBuyer or such Affiliate, other than, in the case of clauses (2B), (3C) and (4D) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, that would not materially impair the ability of Buyer or such Affiliate to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer or such Affiliate of any declaration, filing or registration with, any PersonAdministrative Authority, except for (1A) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), Act and (4B) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate full power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. Buyer has full power and thereby. The executionauthority to execute, delivery deliver and performance perform each of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholdersto which it is a party. This Agreement has been duly authorizedand each of the Ancillary Agreements, executed and delivered by to which Buyer and constitutes (assuming is a party, constitute the valid authorization, execution and delivery of this Agreement by Parent) the legal, valid and binding agreement obligations of Buyer Buyer, enforceable in accordance with its their respective terms, and each of except to the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, extent that such enforceability in each case is subject to bankruptcy, insolvency, reorganization, moratorium moratorium, and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither Except as set forth in Schedule 7.2(b), none of the execution and delivery by Buyer of this Agreement or Agreement, the execution and delivery by Buyer of any of the Ancillary Agreement, to which Buyer Ancillary Agreements is a party, or the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance by Buyer with with, or fulfillment of by Buyer of, the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii7.2(b)(ii), ------------------ contravene, conflict with, result in (i) a violation or breach of the terms, conditions or provisions of, or (ii) constitute a default, an event of default or an event creating rights of acceleration, termination termination, cancellation purchase or cancellation sale or a loss of rights under (1) the Certificate of Incorporation or By-laws Organizational Documents of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation Contract to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or rights, loss of rights that, individually or in the aggregate, Encumbrances that would not reasonably be expected to have a Material Adverse Effect on Buyer and its subsidiaries or would not prevent or materially impair the ability of Buyer to perform its obligations hereunder or prevent delay the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, notice to, or the making by Buyer of any declaration, filing filing, recording, qualification or registration with, any PersonAdministrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, the FERC 203 and 204 Approval and any applications therefor and other filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v)therewith, and (43) such approvals, consents, ----------------- authorizations, licenses, permits, ordersnotices, declarations, filings filings, recordings, qualifications or registrations the failure of which to be obtained or made would not, individually not reasonably be expected to have a Material Adverse Effect on Buyer and its subsidiaries or in the aggregate, would not prevent or materially impair the ability of Buyer to perform its obligations hereunder or prevent delay the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Each of Buyer and each Buyer Party has the ----------------------------- requisite corporate power and authority to execute, execute and deliver and perform this Agreement and each of the Buyer Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer such Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer and each Buyer Party have been duly and validly authorized and approved by all requisite corporate action and do not require any further authorization or consent on the part of Buyer or its stockholdersand each Buyer Party. This Agreement has been duly and validly authorized, executed and delivered by Buyer Buyer, and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSellers) is the legal, valid and binding agreement obligation of Buyer Buyer, enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements to which Buyer or any Buyer Party is or will be a party has been duly and validly authorized by Buyer or such Buyer Party and no additional corporate proceedings are necessary on the part of Buyer or such Buyer Party to approve or authorize, as applicable, this Agreement and such Ancillary Agreements, upon execution and delivery by Buyer or such Buyer Party, will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer or such Buyer Party enforceable against Buyer in accordance with its terms, subject in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principlesthe Enforceability Exceptions. (b) Neither None of the execution and delivery by Buyer or any Buyer Party of this Agreement or any of the Buyer Ancillary Agreements or Agreements, the consummation by Buyer or any Buyer Party of any of the transactions contemplated hereby or thereby, nor thereby or compliance by Buyer or any Buyer Party with or fulfillment by Buyer or any Buyer Party of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents Governmental Consents as described in Section 6.2(b)(ii6.2(b)(ii)(A), ------------------ contravene(B) and (C) violate, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default (or an event that, with notice or lapse of time or both, would constitute a default) or an event creating rights of acceleration, penalty, increase in benefit payable, forfeiture, termination or cancellation cancellation, or a loss of rights under under, or require the consent of any Person under, (1A) the Certificate charter, bylaws, certificate of Incorporation formation or By-laws other applicable organizational documents of BuyerBuyer or the applicable Buyer Party, (2B) any note, instrument, mortgage, lease, franchise or financial obligation material Contract to which Buyer or the applicable Buyer Party is a party or by which any of its their respective properties is subject or by which Buyer or the applicable Buyer Party is bound, bound or (3C) any Court Order to which Applicable Law affecting Buyer is a party or by which the applicable Buyer Party or any of its properties their respective assets or assets is bound or affected or (4) any Requirements of Law affecting Buyerproperties, other than, in the case of clauses (2), (3B) and (4C) above, any such violations, breaches, defaults, rights or rights, loss of rights thator unobtained consents as are not reasonably expected to have, individually or in the aggregate, would not materially impair the ability of Buyer a Material Adverse Effect with respect to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyBuyer, or (ii) require the approval, consent, authorization, license, permit, order or act of, or the making by Buyer of any declaration, filing or registration with, any PersonGovernmental Consent, except for (1A) as set forth in connection, or in compliance, with the provisions Section 6.2(b)(ii) of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), Buyer Disclosure Schedule and (4B) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations Governmental Consents the failure of which to be obtained or made would notis not reasonably expected to have, individually or in the aggregate, materially impair the ability of Buyer a Material Adverse Effect with respect to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyBuyer.

Authority of Buyer; Conflicts. (a) Buyer has ----------------------------- the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSellers) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSellers, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation charter or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) as required by foreign laws, (3) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (34) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (45) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate or other power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebywhich it is a party. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholdersmembers. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentAMR and the Company) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentAMR and/or the Company, where a Parent AMR and/or the Company is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate certificate of Incorporation formation or By-laws operating agreement or other similar organizational documents of Buyer, (2) any material contract, agreement, note, bond, instrument, mortgage, lease, license, franchise or financial obligation to which Buyer is a party or any of its their respective properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected subject or (4) any Requirements of Applicable Law affecting Buyer, other thanor (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the case provisions of clauses the HSR Act and (2)) such approvals, (3) and (4) aboveconsents, any such violationsauthorizations, breachesdeclarations, defaults, rights filings or loss registrations the failure of rights that, individually which to be obtained or in the aggregate, made would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) is the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of this Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements by Buyer or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby by Buyer nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws Bylaws of Buyer, (2) any note, Contract, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) assuming the truth and accuracy of the representations and warranties of Parent set forth in Section 5.3(b), require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, Act and (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSellers) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSellers, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation charter or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) as required by foreign laws, (3) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (34) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (45) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the and any other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of this Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. (b) Neither the The execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or by Buyer, the consummation by Buyer of any of the transactions contemplated hereby or thereby, nor compliance thereby by Buyer and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof willby Buyer will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under under (1) the Certificate of Incorporation or By-laws bylaws of Buyer, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonGovernmental Body, except for (1) in connection, or in compliance, the filing with the provisions SEC of such reports under the HSR ActExchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), 8.2(a)(iv) and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate requisite power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyTransaction Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Transaction Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s governing body and do not require any further authorization or consent of Buyer or its stockholdersequityholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Transaction Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the each other party or parties thereto) a the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither Except as set forth on Schedule 4.2(b): (i) The execution and delivery by Buyer of this Agreement and each Buyer Transaction Agreement, and the performance by Buyer of its obligations hereunder or thereunder, do not and will not conflict with or result in any violation of or default under: (A) any provision of the organizational documents of Buyer; (B) any provision of applicable Law relating to Buyer or (C) any provision of any order, arbitration award, judgment or decree to which Buyer is subject; and (ii) the execution and delivery by Buyer of this Agreement or any of and each Buyer Transaction Agreement, and the Buyer Ancillary Agreements or the consummation performance by Buyer of any of the transactions contemplated hereby its obligations hereunder or therebythereunder, nor compliance by Buyer with does not and will not (A) require a consent, approval or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions ofwaiver from, or constitute a defaultnotice to, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation party to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order material Contract to which Buyer is a party or by which Buyer or any Affiliate thereof is a party, (B) result in a material breach of its properties or assets cause a material default under any provision of a Contract to which Buyer or any Affiliate thereof is bound or affected a party, or (4C) any Requirements except as required under the antitrust laws of Law affecting Buyerforeign jurisdictions or ITAR, other thanrequire a registration, in the case of clauses (2)filing, (3) and (4) aboveapplication, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approvalnotice, consent, authorizationapproval, licenseorder, permit, order qualification or act of, or the making by Buyer of any declaration, filing or registration waiver with, to or from any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyGovernmental Authority.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentAon) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' ’ rights generally and to general equity principles. (b) Neither Except as set forth in Schedule 6.2, neither the execution and delivery by Buyer of this Agreement by Buyer or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or By-laws Organizational Documents of Buyer, (2) any note, instrument, mortgage, lease, franchise or franchise, financial obligation or material agreement to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4) any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights that, individually or in the aggregate, that would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order authorization or act of, or the making by Buyer of any declaration, filing or registration with, any PersonAdministrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR Act, European Community Council Regulation (EC) No. 139/2004, or similar competition Requirements of Law in foreign jurisdictions, (2) such acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, approvals, filings and or notices as may be required under by any applicable insurance Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this AgreementLaw, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v)8.1, and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements other agreement or certificate delivered pursuant hereto and to consummate the transactions contemplated hereby and therebyin each such agreement. The execution, delivery and performance of this This Agreement and the Buyer Ancillary Agreements each other agreement or certificate delivered pursuant hereto by Buyer and the consummation of the transactions contemplated hereby and thereby have has been duly authorized and approved by all requisite corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer or its stockholdersshareholders. This Agreement and each other agreement or certificate delivered pursuant hereto has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement and each other agreement or certificate delivered pursuant hereto by ParentSeller) each such agreement is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principlesthe Bankruptcy Exception. (b) Neither the execution and delivery by Buyer of this Agreement each other agreement or any of the certificate delivered herewith by Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby, and thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 6.2(b)(ii), ------------------ contravene, conflict with, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1A) the Certificate of Incorporation or By-laws Organizational Documents of Buyer, (2B) any material note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3C) any Court Order to which Buyer is a party or by which Buyer or any of its properties or assets it is bound or affected or (4D) any Requirements Law by which Buyer is bound, or (ii) require the approval, consent, authorization or act of, or the making by Buyer of Law affecting Buyerany declaration, other thanfiling or registration with, any Person, except for (A) in connection, or in compliance, with the case provisions of clauses (2)the HSR Act, (3) and (4B) abovesuch approvals, any such violationsconsents, breachesauthorizations, defaultsdeclarations, rights filings or loss registrations the failure of rights that, individually which to be obtained or in the aggregate, made would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization, license, permit, order or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law with respect to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (3) such filings as may be required in connection with the Taxes described in Section 8.2(a)(v), and (4) such approvals, consents, ----------------- authorizations, licenses, permits, orders, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.