Common use of Authority of Seller; Conflicts Clause in Contracts

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule, the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the Business, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, (2) any Business Agreement, (3) any Court Order to which Seller, the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements has by Seller have been duly authorized and approved by Seller. No vote ’s board of the shareholders directors and do not require any further authorization or consent of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits stockholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller will shall be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject, in the case of this Agreement and each of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws Laws of general application relating to or affecting creditors’ rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.3, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, or the consummation of any of the transactions contemplated hereby or thereby by Seller or Contemplated Transactions nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities Shares or any of the assets of the Companies or the Subsidiaries with respect to the BusinessCompanies, under (A) (1) the charter, bylaws Certificate of Incorporation or similar organizational documents Bylaws of Seller, Seller or either of the Companies or any SubsidiaryCompanies, (2) any Business AgreementAgreement or Xxxxxx Contract, (3) any Court Order to which Seller, Seller or either of the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, the Business, or either of the Companies or any Subsidiary (with respect to the Business) is bound or (4B) or assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 5.3(b)(ii), (1) any Requirements of Law affecting Seller, the Companies Business or either of the Companies, or (2) any Subsidiary (with respect to the Business)Governmental Permits, other than, in the case of clauses (2A)(2), (B)(1) and (4B)(2) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, not reasonably be expected to individually or in the aggregate, reasonably be expected material and adverse to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated herebyBusiness, or (ii) require the approval, consent, authorization or act of, or the making by Seller, Seller or either of the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental BodyPerson, except (1) in connection, or in compliance, with the provisions of the HSR Act, Act and (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations registrations, the failure of which to be obtained or made would not, individually or in the aggregate, not reasonably be expected to have be material to the Companies, taken as a Material Adverse Effect whole, or would could not prevent the consummation of any of the transactions contemplated herebyContemplated Transactions. No representation The representations and warranties of Seller herein assume Buyer’s representations and warranties in Section 6.3 are true and correct (without giving effect to any knowledge or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Datedate limitations therein).

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Each ------------------------------ Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has to which it is a party. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by each Seller have been duly authorized and approved by Seller. No vote such Seller and do not require any further authorization or consent of the shareholders of such Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits stockholders. This Agreement has been duly authorized, executed and delivered by each Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of such Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by each Seller and upon execution and delivery by such Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of such Seller enforceable in accordance with its terms, subject, in the case of this the Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 of 5.4, neither the Seller Disclosure Schedule, the ------------ execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, or the consummation of any of the transactions contemplated hereby or thereby by Seller or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities Purchased Assets or any of the assets of the Companies or the Subsidiaries with respect to the BusinessCompanies, under (1) the charter, bylaws charter or similar by-laws or other organizational documents of Seller, the Companies Sellers or any SubsidiaryViskase Brazil, (2) any Business Agreementnote, instrument, mortgage, lease, franchise or financial obligation to which Sellers or Viskase Brazil is a party or by which Sellers or Viskase Brazil is bound, (3) any Court Order to which Seller, the Companies Sellers or any Subsidiary (with respect to the Business) Viskase Brazil is a party or by which Seller, the Companies Sellers or any Subsidiary (with respect to the Business) Viskase Brazil is bound or (4) any Requirements of Law affecting Seller, the Companies Sellers or any Subsidiary (with respect to the Business)Viskase Brazil, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies Sellers or any Subsidiary Viskase Brazil of any declaration, filing or registration with, any Governmental BodyPerson, except (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 herebyby foreign laws, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (54) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi8.2(a)(v), and (65) such other approvals, consents, authorizations, 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 have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement and the Seller Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Seller Ancillary Agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law(no stockholder approval being required). This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.2, the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.2(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the BusinessAssets, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, (2) any Contract, Real Estate Agreement, Warranty, Purchase Order or other Business Agreement, (3) any Court Order to which Seller, the Companies or any Subsidiary (with respect to the Business) Seller is a party or by which Seller, the Companies Seller or any Subsidiary (with respect to the Business) Asset is bound or (4) any Requirements of Law affecting Seller, the Companies Seller or any Subsidiary (with respect to the Business)Asset, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies Seller or any Subsidiary of its Affiliates of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (42) 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, (53) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi8.2(a)(iv), and (64) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No Except as provided in Section 5.2(b)(ii), no representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities Assets to Buyer in order for Buyer to continue to conduct own the Business Assets and operate the Stores following the Cut-Off Date in the manner in which the Business was conducted Assets were owned and the Stores were operated on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Each Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has to which it is a party. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by each Seller have been duly authorized and approved by Seller. No vote such Seller and do not require any further authorization or consent of the shareholders of such Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits stockholders. This Agreement has been duly authorized, executed and delivered by each Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of such Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by each Seller and upon execution and delivery by such Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of such Seller enforceable in accordance with its terms, subject, in the case of this the Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.4, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, or the consummation of any of the transactions contemplated hereby or thereby by Seller or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities Purchased Assets or any of the assets of the Companies or the Subsidiaries with respect to the BusinessCompanies, under (1) the charter, bylaws charter or similar by-laws or other organizational documents of Seller, the Companies Sellers or any SubsidiaryViskase Brazil, (2) any Business Agreementnote, instrument, mortgage, lease, franchise or financial obligation to which Sellers or Viskase Brazil is a party or by which Sellers or Viskase Brazil is bound, (3) any Court Order to which Seller, the Companies Sellers or any Subsidiary (with respect to the Business) Viskase Brazil is a party or by which Seller, the Companies Sellers or any Subsidiary (with respect to the Business) Viskase Brazil is bound or (4) any Requirements of Law affecting Seller, the Companies Sellers or any Subsidiary (with respect to the Business)Viskase Brazil, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies Sellers or any Subsidiary Viskase Brazil of any declaration, filing or registration with, any Governmental BodyPerson, except (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 herebyby foreign laws, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (54) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi8.2(a)(v), and (65) such other approvals, consents, authorizations, 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 have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated herebySeller Transaction Agreements and its obligations hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement and the Seller Transaction Agreements by Seller and the consummation by Seller of the transactions contemplated hereby its obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawaction. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Transaction Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each other party or parties thereto) a the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule, the The execution and delivery by Seller of this Agreement or any and each Seller Transaction Agreement, and the performance by it of the Seller Ancillary Agreements by Sellerits obligations hereunder and thereunder, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions does not and provisions hereof or thereof by Seller will not: (i) assuming Violate any provision of the receipt certificate of all necessary consents and approvals and incorporation or bylaws of Seller; (ii) To the filing knowledge of all necessary documents as described in Section 4.4(b)(ii)Seller, violate any provision of applicable Law relating to the Tobacco Business or require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority; (c) To the Knowledge of Seller, (A) require a consent, approval or waiver from, or notice to, any party to a Business Agreement, or (B) result in a breach of the terms, conditions or provisions of, or constitute cause a default, an event default under any provision of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result Business Agreement; except in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the Businesscase, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, (2) any Business Agreement, (3) any Court Order to which Seller, the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, in the case of clauses (2i) and (4ii) above, any such breachesviolation, defaultsbreach, rights, loss of rights default or Encumbrances non-compliance that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off DateEffect.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and authority to enter into this Agreement and the Seller Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have has been duly authorized by all necessary corporate action of Seller and the consummation by the Selling Entities of the transactions contemplated hereby will be as of Closing duly authorized by all necessary corporate or other entity action on the part of Seller each Selling Entity, and the execution, delivery and performance of each of the Seller Ancillary Agreements by Seller or its Affiliate that will be a party thereto has been been, or in the case of the Affiliates of Seller, will be as of Closing, duly authorized by all necessary corporate or other entity action of Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller or its Affiliate that will be a party thereto will be (assuming the valid authorization, execution and delivery by BuyerBuyer or its Affiliate that will be a party thereto), where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller or such Affiliate enforceable against it in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 of the Seller Disclosure ScheduleSCHEDULE 5.4(B), the execution and delivery of this Agreement by Seller or any of the Seller Ancillary Agreements by SellerSeller or any of its Affiliates, the consummation of any of the transactions contemplated hereby or thereby by Seller, each Selling Entity and any Affiliate of Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller, each Selling Entity and any Affiliate of Seller 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 4.4(b)(ii)time or both, require the consent of any Person under, 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, modification, termination or cancellation or a loss of benefits or rights or creation of obligations or increase in any obligation under, or result in the creation or imposition of any Encumbrance upon any of the Assets or Securities or any of the assets of the Companies or the Subsidiaries with respect to the Business, any Purchased Entity under (1) the charter, bylaws or similar organizational documents of Seller, the Companies any Selling Entity or any Subsidiary, Purchased Entity; (2) any Business Agreement, (3) Agreement or any Court Order other Contract to which Seller, the Companies or any Subsidiary (with respect to the Business) Company is a party or by which Sellerany Company is bound; (3) assuming the receipt of all consents, approvals, authorizations and acts and the Companies making of all declarations, filings and registrations as described in SECTION 5.4(B)(II), any Court Order to which any Selling Entity or Purchased Entity is a party or by which any Subsidiary (with respect to the Business) Selling Entity or Purchased Entity is bound bound; or (4) assuming the receipt of all consents, approvals, authorizations and acts and the making of all declarations, filings and registrations as described in SECTION 5.4(B)(II), any Requirements of Law affecting Sellerany Selling Entity, Purchased Entity, the Companies Business or any Subsidiary (with respect to the Business)Assets, other than, in the case of clauses CLAUSES (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, Effect; or (ii) require the consent, approval, consent, authorization or act of, or the making by Seller, the Companies any Selling Entity or any Subsidiary Purchased Entity of any declaration, filing or registration with, any Governmental Body, except other than (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 Seller Ancillary Agreements and the transactions contemplated hereby, hereby and thereby; (3) applicable requirements, if any, of the New York Stock Exchange, Exchange or other exchanges on which the common stock or debt of Seller or any of its Affiliates are traded; (4) such consents, approvals, filings and notices authorizations, acts, declarations, filings, or 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 (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(viSECTION 8.2(A)(IV), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior Aon and Seller each has full power and authority to the date of this Agreementexecute, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into deliver and perform this Agreement and to consummate each of the transactions contemplated herebySeller Ancillary Agreements. The execution execution, delivery and delivery performance of this Agreement by Seller and the consummation Seller Ancillary Agreements by Aon and Seller have been duly authorized and approved by Aon’s and Seller’s board of directors, as applicable. No other corporate proceedings on the part of Aon, Seller, the Company or the Subsidiaries are necessary to authorize this Agreement and the Seller Ancillary Agreements and the transactions contemplated hereby have or thereby. This Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on Aon and Seller and (assuming the part valid authorization, execution and delivery by Buyer) is the legal, valid and binding obligation of Aon and Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Aon or Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its termsas applicable, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller Aon or Seller, as applicable, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each of the other party or parties thereto) a legal, valid and binding obligation of Seller Aon or Seller, as applicable, enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.4, neither the execution and delivery by Aon and Seller of this Agreement or any of the Seller Ancillary Agreements by Seller, or the consummation by Aon and Seller of any of the transactions contemplated hereby or thereby nor compliance by Aon and Seller or compliance with or fulfillment by Aon and Seller of the terms, conditions and provisions hereof or thereof by Seller will notwill: (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 4.4(b)(ii)5.4(b)(ii) have been obtained, all filings and notifications described in Schedule 5.4 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 Aon, Seller, the Company or the Subsidiaries or any of the Securities Transferred Assets, or any of the Shares or any of the assets of Aon, Seller, the Companies Company or the Subsidiaries with respect to or any of the Business, Transferred Assets under (1) the chartercharter or by-laws of Aon, bylaws or similar organizational documents of Seller, the Companies Company or any Subsidiarythe Subsidiaries, (2) any agreement, contract, license, Governmental Permit, instrument, or other arrangement to which Seller, the Company or any Subsidiary is a party or by which it is bound or to which any of its assets are subject, including any of the Business AgreementAgreements, (3) any note, instrument, mortgage, lease, franchise or financial obligation to which Aon, Seller, the Company or any Subsidiary is a party or by which Aon, Seller, the Company, any Subsidiary or any of the Transferred Assets is bound, (4) any Court Order to which Aon, Seller, the Companies Company or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies Company, the Subsidiary or any Subsidiary (with respect to of the Business) Transferred Assets is bound or (45) any Requirements of Law affecting Aon, Seller, the Companies or Company, any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, Transferred Assets; or (ii) require the approval, consent, authorization or act of, or the making by Aon, Seller, the Companies Company or any Subsidiary of any declaration, filing or registration with, any Governmental Body, Administrative Authority except (1) in connection, or in compliance, with the provisions of the HSR Act, Act or (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date8.1.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated herebySeller Transaction Agreements. The execution execution, delivery and delivery performance of this Agreement and the Seller Transaction Agreements by Seller and the consummation by Seller of the transactions contemplated hereby have has been duly authorized and approved by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawaction. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Transaction Agreement has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each other party or parties thereto) a the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws Laws of general application relating to or affecting creditors’ ' rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule3.2(b), the execution and delivery by Seller of this Agreement and each Seller Transaction Agreement, and the performance by it of its obligations hereunder or any of the Seller Ancillary Agreements by Sellerthereunder, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions do not and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a breach violate any provision of the termscertificate of incorporation or bylaws of Seller; (ii) (A) violate any provision of applicable Law relating to Seller; (B) violate any provision of any order, conditions arbitration award, judgment or provisions ofdecree to which Seller is subject; or (C) except as required under the HSR Act, ITAR or constitute the Exon-Xxxxxx Amendment, require a defaultregistration, an event of filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority, except in any case under this clause, any violation, breach, default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the Business, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, (2) any Business Agreement, (3) any Court Order to which Seller, the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances non-compliance that would not, not individually or in the aggregate, aggregate be reasonably be expected likely to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, Effect; or (iiiii) (A) require the approval, a consent, authorization approval or act waiver from, or notice to, any party to an Assigned Contract, or (B) result in a breach of, cause a default under, give rise to a right of cancellation or the making by Seller, the Companies termination under or any Subsidiary result in acceleration of any declaration, filing obligation or registration withloss of any benefit under, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off DateAssigned Contract.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller (no stockholder approval being required), and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except Subject to Section 5.8(d) and except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.3, the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.3(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the BusinessAssets, under (1) the charter, bylaws or similar organizational documents of Seller, Seller or the Companies or any SubsidiaryCompanies, (2) any Business Agreement, (3) any Court Order to which Seller, Seller or the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, Seller or any of the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, Seller or the Companies or any Subsidiary (with respect to the Business)Companies, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, Seller or the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi8.2(a)(iv), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities Assets to Buyer in order for Buyer to continue to conduct the Business and operate the Assets following the Cut-Off Date in the manner in which the Business was conducted and the Assets were operated on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated herebySeller Transaction Agreements. The execution execution, delivery and delivery performance of this Agreement and the Seller Transaction Agreements by Seller and the consummation by Seller of the transactions contemplated hereby have has been duly authorized and approved by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawaction. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Transaction Agreement has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each other party or parties thereto) a the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws Laws of general application relating to or affecting creditors’ rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule3.2(b), the execution and delivery by Seller of this Agreement and each Seller Transaction Agreement, and the performance by it of its obligations hereunder or any of the Seller Ancillary Agreements by Sellerthereunder, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions do not and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a breach violate any provision of the termscertificate of incorporation or bylaws of Seller; (ii) (A) violate any provision of applicable Law relating to Seller; (B) violate any provision of any order, conditions arbitration award, judgment or provisions ofdecree to which Seller is subject; or (C) except as required under the HSR Act, ITAR or constitute the Exon-Xxxxxx Amendment, require a defaultregistration, an event of filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority, except in any case under this clause, any violation, breach, default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the Business, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, (2) any Business Agreement, (3) any Court Order to which Seller, the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances non-compliance that would not, not individually or in the aggregate, aggregate be reasonably be expected likely to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, Effect; or (iiiii) (A) require the approval, a consent, authorization approval or act waiver from, or notice to, any party to an Assigned Contract, or (B) result in a breach of, cause a default under, give rise to a right of cancellation or the making by Seller, the Companies termination under or any Subsidiary result in acceleration of any declaration, filing obligation or registration withloss of any benefit under, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off DateAssigned Contract.

Authority of Seller; Conflicts. (a) On or prior Seller has the corporate ------------------------------ power and corporate authority to the date of execute, deliver and perform this Agreement, the Board of Directors Agreement and each of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement Ancillary Agreements and to consummate the transactions contemplated hereby. The execution and delivery sale of this Agreement by Seller the Shares and the consummation by Seller of any of the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and Seller Ancillary Agreements by Seller have been duly authorized and approved by all necessary corporate action on the part Seller's board of directors and does not require any further authorization or consent of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits stockholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller Seller, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each other party or parties thereto) a the legal, valid and binding obligation of Seller, enforceable against Seller enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.4, neither the execution and ------------ delivery by Seller of this Agreement or any of the Seller Ancillary Agreements by Seller, or the consummation of any of the transactions contemplated hereby or thereby nor compliance by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii)conflict with, result in a 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, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation or imposition of any Encumbrance upon any of the Securities Shares, the capital stock of the Subsidiaries or any of the assets or properties of the Companies or the Subsidiaries with respect to the BusinessSubsidiaries, under (1) the chartercharter or by-laws or organizational documents, bylaws or similar organizational documents as the case may be, of Seller, the Companies either Company or any Subsidiary, (2) any Business Agreementnote, contract, license, indenture, agreement, commitment, instrument, mortgage, lease, franchise, permit or other authorization, right, restriction or financial obligation or other legally binding obligation or arrangement (a "Contract") to which Seller, -------- either Company or any Subsidiary is a party, by which Seller, either Company or any Subsidiary is bound, or by which any of the properties or assets of Seller, either Company or any Subsidiary is bound, (3) any Court Order to which Seller, the Companies either Company or any Subsidiary (with respect to the Business) is a party or party, by which Seller, the Companies either Company or any Subsidiary (with respect to the Business) is bound or by which any of the properties or assets of Seller, either Company or any Subsidiary is bound, or (4) any Requirements of Law affecting Seller, either Company or any Subsidiary, or by which any of the Companies properties or assets of Seller, either Company or any Subsidiary (with respect to the Business)is affected, other than, in the case of clauses clause (2) and (4) above, any such conflicts, violations, breaches, defaults, rights, loss of rights or Encumbrances that would notthat, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated herebyEffect, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies either Company or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except for (1) in connection, or in compliance, with the provisions of the HSR Act, and (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, 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 have a Material Adverse Effect or would not reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. No representation or warranty . (c) Except as set forth in Schedule 5.4, neither a Company nor any ------------ Subsidiary is made a party to a Contract which, by its terms, requires the payment of a fee in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as connection with a result change of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Datecontrol.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors Each of Seller has approved Parent and the transactions contemplated in this Agreement. Seller Company has all requisite corporate power and authority to enter into this Agreement and each Seller Ancillary Agreement to which it will be a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Seller Ancillary Agreements by Seller Parent or the Company, as applicable, and the consummation by Seller Parent and the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller Parent and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of LawCompany. This Agreement has been duly executed and delivered by each of Seller Parent and the Company and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of each of Seller Parent and the Company enforceable against Seller it in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller Parent or the Company, as applicable, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller Parent or the Company, as applicable, enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 Section 5.3 of the Seller Disclosure ScheduleLetter, the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and approvals, the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 4.4(b)(ii5.3(b)(ii), and except as may result solely from any facts or circumstances relating to Buyer, 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, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the BusinessPurchased Assets, under (1) the charter, certificate of incorporation or bylaws of Seller Parent or similar organizational documents of Seller, the Companies or any SubsidiaryCompany, (2) any Business AgreementMaterial Contract, (3) any note, mortgage or financial obligation to which Seller Parent or the Company is a party or by which Seller Parent or the Company is bound, (4) any Court Order to which Seller, Seller Parent or the Companies or any Subsidiary (with respect to the Business) Company is a party or by which Seller, Seller Parent or the Companies or any Subsidiary (with respect to the Business) Company is bound in respect of the Business or (45) any Requirements of Law affecting Seller, Seller Parent or the Companies or any Subsidiary (with respect to the Business)Company, other than, in the case of clauses (2), (3), (4) and (45) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have be material to the Business, taken as a Material Adverse Effect whole, or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, Seller Parent or the Companies or any Subsidiary Company of any declaration, filing or registration with, any Governmental Body, except (1) in connection, or in compliance, with the provisions of the HSR ActAct or similar Competition Laws in foreign jurisdictions, (2) the MDPU Approval, (3) 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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), 8.2(a) and (65) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have be material to the Business, taken as a Material Adverse Effect whole, or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller Ancillary Agreements, 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 principlesprinciples of equity. (b) Except Subject to Section 4.9(d) and except as set forth in Schedule 4.4 of the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities Shares or any of the assets of the Companies or the Subsidiaries with respect to the BusinessCompanies, under (1) the charter, bylaws or similar organizational documents of Seller, Seller or the Companies or any SubsidiaryCompanies, (2) any Business Agreement, (3) any Court Order to which Seller, Seller or the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, Seller or the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, Seller or the Companies or any Subsidiary (with respect to the Business)Companies, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, Seller or the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi7.2(a)(v), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities Shares to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has to which it is a party. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller. No vote ’s board of the shareholders directors (or a duly authorized committee thereof) and do not require any further authorization or consent of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits stockholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this the Agreement and each of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally creditors’rights and to general equity principles.. 14 (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.4, neither the execution and delivery by Seller of this Agreement or any of the Seller Ancillary Agreements by Seller, or the consummation by Seller of any of the transactions contemplated hereby or thereby nor compliance by Seller or compliance with or fulfillment by Seller of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.4(b)(ii), conflict with or result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities Shares or any of the assets or properties of the Companies Company or the Subsidiaries with respect to the BusinessSubsidiaries, under (1) the charter, bylaws charter or similar organizational documents by-laws of Seller, the Companies Company or any Subsidiary, (2) any Business Agreementnote, instrument, mortgage, lease, franchise or financial obligation to which Seller, the Company or any Subsidiary is a party or by which Seller, the Company or any Subsidiary is bound, (3) any Court Order to which Seller, the Companies Company or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies Company or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies Company or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated herebySubsidiary, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies Company or any Subsidiary of any declaration, filing or registration with, any Governmental BodyPerson, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, and (53) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi8.2(a)(iv), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors Each of Seller and each Seller Party has approved the transactions contemplated in this Agreement. Seller has all requisite corporate full power and authority to enter into execute and deliver this Agreement and each of the 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 herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement by Seller and such Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby by Seller and each Seller Party have been duly and validly authorized and approved by all necessary requisite corporate or other similar action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of LawParty. This Agreement has been duly and validly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, and each of the Ancillary Agreements to which Seller Ancillary Agreementsor any Seller Party is or will be a party has been duly and validly authorized by Seller or such Seller Party and, upon execution and delivery by Seller or such Seller Party, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any the other party or parties thereto) a legal, valid and binding obligation of Seller or such Seller Party enforceable in accordance with its terms, subject, subject in the each case of this Agreement and each of the Seller Ancillary Agreements, to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance and similar laws of general application relating to or affecting creditors’ rights generally and to general equity principlesprinciples (regardless of whether enforceability is considered in a proceeding in equity or at law) (such exceptions, the “Enforceability Exceptions”). (b) Except as set forth in Schedule 4.4 may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other non-affiliated third party), none of the execution, delivery or performance by Seller Disclosure Schedule, the execution and delivery or any Seller Party of this Agreement or any of the Seller Ancillary Agreements by SellerAgreements, the consummation by Seller or any Seller Party of any of the transactions contemplated hereby or thereby or compliance by Seller or compliance any Seller Party with or fulfillment by Seller or any Seller Party of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents Governmental Consents as described in Section 4.4(b)(ii4.2(b)(ii)(A), (B) and (C), violate, conflict with, result in a 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, termination termination, cancellation or cancellation prepayment of any material obligation or a loss of rights under, require the consent of any Person under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the BusinessAcquired Assets, under (1A) the charter, bylaws bylaws, certificate of formation or similar other applicable organizational documents of Seller, Seller or the Companies or any Subsidiaryapplicable Seller Party, (2B) any Business Material Contract, Existing Reinsurance Agreement, (3) any Court Order Assigned Lease or material Governmental Permit to which Seller, the Companies or any Subsidiary (with respect to the Business) it is a party or by which Seller, the Companies it or any Subsidiary (with respect to the Business) of its properties or assets is bound bound, or (4C) any Requirements of Applicable Law affecting Seller, Seller or the Companies applicable Seller Party or any Subsidiary (with respect to the Business)of their respective assets or properties, other than, in the case of clauses (2B) and (4C) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would notas are not reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Seller or would not prevent the consummation of any of the transactions contemplated herebyBusiness, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental BodyConsent, except (1A) in connection, or in compliance, with the provisions of the HSR Act, (2B) the filing with the SEC of such reports under the Exchange Act as may be required set forth in connection with this Agreement and the transactions contemplated hereby, (3Section 4.2(b)(ii) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi)Seller Disclosure Schedule, and (6C) such other approvals, consents, authorizations, 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, reasonably be expected to have a Material Adverse Effect with respect to Seller or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off DateBusiness.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller Ancillary Agreements, 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 principlesprinciples of equity. (b) Except Subject to Section 4.9(d) and except as set forth in Schedule 4.4 of the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the "Seller Disclosure Schedule"), the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities Shares or any of the assets of the Companies or the Subsidiaries with respect to the BusinessCompanies, under (1) the charter, bylaws or similar organizational documents of Seller, Seller or the Companies or any SubsidiaryCompanies, (2) any Business Agreement, (3) any Court Order to which Seller, Seller or the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, Seller or the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, Seller or the Companies or any Subsidiary (with respect to the Business)Companies, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, Seller or the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi7.2(a)(v), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities Shares to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated herebySeller Transaction Agreements. The execution execution, delivery and delivery performance of this Agreement and the Seller Transaction Agreements by Seller and the consummation by Seller of the transactions contemplated hereby have has been duly authorized and approved by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawaction. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Transaction Agreement has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each other party or parties thereto) a the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and to general equity principles. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule, 3.2(b): (i) the execution and delivery by Seller of this Agreement and each Seller Transaction Agreement, and the performance by it of its obligations hereunder or any of the Seller Ancillary Agreements by Sellerthereunder, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions do not and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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 underconflict with, or result in the creation any violation of or imposition of default under: (A) any Encumbrance upon any provision of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the Business, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, ; (2B) any Business Agreement, provision of applicable Law relating to Seller or (3C) any Court Order provision of any order, arbitration award, judgment or decree to which Seller, the Companies or any Subsidiary (with respect to the Business) Seller is a party or by which Seller, the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, orsubject; and (ii) the execution and delivery by Seller of this Agreement and each Seller Transaction Agreement, and the performance by it of its obligations hereunder or thereunder, do not and will not, (A) require a consent, approval or waiver from, or notice to, any party to a Material Contract, (B) result in a material breach of or cause a material default under any provision of any Material Contract, or (C) except as required under the approvalantitrust laws of foreign jurisdictions or ITAR, require a registration, filing, application, notice, consent, authorization approval, order, qualification or act of, or the making by Seller, the Companies or any Subsidiary of any declaration, filing or registration waiver with, to or from any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off DateAuthority.

Authority of Seller; Conflicts. (a) On or prior to Each of AMR and the date of this Agreement, Company has the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and corporate authority to enter into execute, deliver and perform this Agreement and each of the Company Ancillary Agreements to consummate the transactions contemplated herebywhich it is a party. The execution execution, delivery and delivery performance of this Agreement by Seller and the consummation Company Ancillary Agreements to which it is a party by Seller each of AMR and the transactions contemplated hereby Company have been duly authorized and approved by all necessary corporate action on the part board of Seller directors of AMR and each the Company and do not require any further authorization or consent of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement Company or to consummate the transactions contemplated hereby under any Requirements of LawAMR or their respective stockholders. This Agreement has been duly authorized, executed and delivered by Seller AMR and the Company and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller AMR and the Company enforceable against Seller each in accordance with its terms, and each of the Seller Company Ancillary AgreementsAgreements to which it is a party has been duly authorized by AMR and/or the Company, as applicable, and upon execution and delivery by Seller AMR and/or the Company, as applicable, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of Seller AMR and/or the Company, as applicable, enforceable against each in accordance with its terms, subject, in the case of this the Agreement and each of the Seller Company 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) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.4(b), neither the execution and delivery of this Agreement or any of the Seller Company Ancillary Agreements by Seller, or the consummation of any of the transactions contemplated hereby or thereby by Seller or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.4(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities securities or any of the assets of the Companies Company or the Subsidiaries with respect to the BusinessSubsidiary, under (1) the charter, bylaws charter or similar by-laws or other applicable organizational documents of SellerAMR, the Companies Company or any the Subsidiary, (2) any Business Agreementmaterial contract, agreement, note, bond, instrument, mortgage, lease, license, franchise or financial obligation to which AMR, the Company or the Subsidiary is a party or any of their respective properties is subject or by which AMR, the Company or the Subsidiary is bound, (3) any Court Order to which SellerAMR, the Companies Company or any the Subsidiary (with respect to the Business) is a party or any of their respective properties is subject or by which SellerAMR, the Companies Company or any the Subsidiary (with respect to the Business) is bound or (4) any Requirements of Applicable Law affecting SellerAMR, the Companies Company or the Subsidiary or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated herebytheir respective properties, or (ii) require the approval, consent, authorization or act of, or the making by SellerAMR, the Companies Company or any Subsidiary of any notice, declaration, filing filing, permit or registration with, any Governmental BodyPerson, except (1) in connection, or in compliance, with the provisions of the HSR Act, and (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, 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 have a Material Adverse Effect materially impair the Company’s or would not the Subsidiary’s ability to conduct its business in the manner that it was conducted immediately prior to the date hereof, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate full limited liability company power and limited liability company authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements has by Seller have been fully and duly authorized and approved by Seller. No vote of the shareholders ’s managers and do not require any further authorization or consent of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits members. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary AgreementsAgreements has been duly authorized by Seller and, upon execution and delivery by Seller Seller, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.2, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, Seller or the consummation of any of the transactions contemplated hereby or thereby by Seller or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will notwill: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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 cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon upon, any of the Securities or any Purchased Assets (other than the Assigned Contracts); (ii) result in a breach of the assets terms of the Companies or the Subsidiaries with respect to the Business, under (1) the charter, bylaws or similar organizational documents of Seller; (iii) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, any note, instrument, agreement (other than the Companies Assigned Contracts), mortgage, lease, franchise or any Subsidiary, (2) any Business Agreement, (3) any Court Order financial obligation to which Seller, the Companies or any Subsidiary (with respect to the Business) Seller is a party or by which SellerSeller is bound, other than those that, individually or in the Companies aggregate, would not materially impair the ability of the Seller to perform its obligations under this Agreement or the Seller Ancillary Agreements or prevent the consummation of the transactions contemplated hereby or thereby; (iv) result in a breach of the terms, conditions or provisions of, any Subsidiary (with respect Court Order to the Business) which Seller is a party or by which Seller is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would notthan those that, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not materially impair the ability of the Seller to perform its obligations under this Agreement or the Seller Ancillary Agreements or prevent the consummation of any of the transactions contemplated hereby, hereby or thereby; or (iiv) require the approval, consent, authorization authorization, declaration or act of, or the making by Seller, the Companies or any Subsidiary Seller of any declaration, filing or registration with, any Governmental BodyPerson. (c) Except as set forth on Schedule 5.2, except Seller is current in payment of all invoices or other requests for payment received under the agreement referenced in Item 1 of Schedule 5.2. (1d) Seller has not received any notice of default under the agreement referenced in connectionItem 1 of Schedule 5.2, or in compliancesuch agreement has not been terminated by Seller, with the provisions Seller has not received notice of the HSR Act, (2) the filing with the SEC termination of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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 agreement by the transactions contemplated by this Agreement, (5) other party thereto and Seller has not received notice from the other party to such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) agreement of such other approvals, consents, authorizations, declarations, filings or registrations party’s intention not to renew the failure of which to be obtained or made would not, individually or agreement. As used in the aggregateimmediately preceding sentence, reasonably be expected “notice” refers to have a Material Adverse Effect or would the notice required by such agreement. Seller has no Knowledge that the other party to such agreement intends not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Daterenew such agreement.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller (no stockholder approval being required), and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Law. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Seller 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) Except Subject to Section 5.8(d) and except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.3, the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any of the transactions contemplated hereby or thereby by Seller or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii5.3(b)(ii), result in a 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, or result in the creation or imposition of any Encumbrance upon any of the Securities or any of the assets of the Companies or the Subsidiaries with respect to the BusinessAssets, under (1) the charter, bylaws or similar organizational documents of Seller, Seller or the Companies or any SubsidiaryCompanies, (2) any Business Agreement, (3) any Court Order to which Seller, Seller or the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, Seller or any of the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, Seller or the Companies or any Subsidiary (with respect to the Business)Companies, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, Seller or the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi8.2(a)(iv), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities Assets to Buyer in order for Buyer to continue to conduct the Business and operate the Assets following the Cut-Off Date in the manner in which the Business was conducted and the Assets were operated on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate limited liability company power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated herebySeller Transaction Agreements and its obligations hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement and the Seller Transaction Agreements by Seller and the consummation by Seller of the transactions contemplated hereby its obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has been duly authorized by Seller. No vote of the shareholders of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawaction. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and Buyers) is the validity and binding effect of this Agreement on Buyer) constitutes the legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Transaction Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any each other party or parties thereto) a the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject, in the each case of this Agreement and each of the Seller Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and to general equity principles. (b) Except as set forth in on Schedule 4.4 of the Seller Disclosure Schedule3.2, the execution execution, delivery and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, the consummation of any performance of the transactions contemplated hereby or thereby by this Agreement by Seller or compliance with or fulfillment of the termsdoes not and will not violate, conditions and provisions hereof or thereof by Seller will not: (i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 4.4(b)(ii), result in a 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 underconflict with, or result in the creation breach of, any term, condition or imposition provision of or require the consent of any Encumbrance upon person (excluding any Governmental Authority) under: (i) any law, ordinance or governmental rule or regulation of which the Seller has Knowledge and to which the Seller or the Assets is subject; (ii) the governing documents of or any securities issued by the Seller; or (iii) any of the Securities Contracts listed on Schedule 1.2 which is not reflected in the public records (it being expressly understood that Seller has not undertaken a review of any documents for purposes of making this representation or any of the assets of the Companies other representation or the Subsidiaries with respect to the Business, under (1) the charter, bylaws or similar organizational documents of Seller, the Companies or any Subsidiary, (2) any Business Agreement, (3) any Court Order to which Seller, the Companies or any Subsidiary (with respect to the Business) is a party or by which Seller, the Companies or any Subsidiary (with respect to the Business) is bound or (4) any Requirements of Law affecting Seller, the Companies or any Subsidiary (with respect to the Business), other than, warranty set forth in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or (ii) require the approval, consent, authorization or act of, or the making by Seller, the Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (4) such consents, approvals, filings and notices as may be required is under any Requirements of Law with respect no obligation to environmental matters pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vido so), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off Date.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate limited liability company power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and each of the Seller Ancillary Agreements has to which it is a party. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller. No vote of the shareholders ’s manager and do not require any further authorization or consent of Seller is required to approve this Agreement or to consummate the transactions contemplated hereby under any Requirements of Lawits equityholders. This Agreement has been duly authorized, executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any or the other party or parties thereto) a legal, valid and binding obligation of Seller enforceable in accordance with its terms. The execution, subject, in delivery and performance of the case of this Trademark License Agreement and the Spray Agreement by each of the Seller Ancillary Agreementsparties thereto have been duly authorized and approved by all requisite partnership or limited liability company action and constitute the legal, to bankruptcy, insolvency, reorganization, moratorium valid and similar laws binding obligations of general application relating to or affecting creditors’ rights generally and to general equity principlesthe parties thereto enforceable in accordance with their terms. (b) Except as set forth in Schedule 4.4 of the Seller Disclosure Schedule5.5(b), neither the execution and delivery of this Agreement by Seller or any of the Seller Ancillary Agreements by Seller, or the consummation by Seller of any of the transactions contemplated hereby or thereby by Seller or nor compliance with or fulfillment by Seller of the terms, conditions and provisions hereof or thereof by Seller will notwill: (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 4.4(b)(ii5.5(b)(ii) have been obtained (or the relevant waiting periods with respect to the matters described in Section 5.5(b)(ii) have expired or been terminated), and except as may result from any facts or circumstances relating to Buyer (and not also relating to Seller), result in a breach of or change in the terms, conditions or provisions of, or constitute a termination, modification, default, an event of default or an event creating rights of acceleration, modification, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Title Encumbrance upon any of the Securities Membership Interests, the Transferred Partnership Interest or any Encumbrance on any of the assets of the Companies or the Subsidiaries with respect to the BusinessAcquired Companies, under (1) the charter, bylaws certificate of formation or limited liability company agreement (or similar organizational documents documents) of Seller, Seller or the Companies or any SubsidiaryAcquired Companies, (2) any Business AgreementMaterial Contract or Governmental Permit to which Seller or any Acquired Company is a party or by which Seller or any Acquired Company is bound or by which any of their respective properties or assets may be subject, (3) any Court Order or Governmental Order to which Seller, the Companies Seller or any Subsidiary (with respect to the Business) Acquired Company is a party or by which Seller, the Companies Seller or any Subsidiary (with respect to the Business) Acquired Company is bound or (4) any material Requirements of Law affecting Seller, the Companies Seller or any Subsidiary (with respect to the Business), other than, in the case of clauses (2) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, Acquired Company; or (ii) require the material approval, consent, authorization or act of, or the making by Seller, Seller or the Acquired Companies or any Subsidiary of any declaration, filing or registration with, any Governmental Body, except (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 filings as may be required in connection with this Agreement the Taxes described in Section 8.1(a)(v) and the transactions contemplated hereby, (3) applicable requirements, if any, of the New York Stock Exchange, (42) 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, (5) such filings as may be required in connection with the Taxes described in Section 7.2(a)(vi), and (6) such other approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any Contract of the transactions contemplated hereby. No representation or warranty is made in this Section 4.4 as to whether any new governmental approvals, consents, licenses, permits, orders, authorizations, declarations, filings or registrations will be required as Acquired Companies with a result of the sale of the Securities to Buyer in order for Buyer to continue to conduct the Business following the Cut-Off Date in the manner in which the Business was conducted on or before the Cut-Off DateGovernmental Body.