Common use of Authorization; Enforceability; Absence of Conflicts; Required Consents Clause in Contracts

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the Buyer, (ii) any Law applicable to the Buyer or (iii) any material agreement of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer Company has the requisite corporate company power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer Company of its obligations under each Transaction Document to which the Buyer Company is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational company action by the BuyerCompany, and no other corporate company or other organizational proceedings on the part of the Buyer are Company is necessary to authorize the Transaction Documents to which the Buyer Company is or will be a party. (b) This Agreement has been, and each Each of the other Transaction Documents to which the Buyer Company is or will be a party are, or when executed and delivered by the parties thereto, will be, be duly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the BuyerCompany’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer Company of its obligations under each such Transaction Document to which the Buyer is a party Documents in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Documents of the BuyerCompany, (iiB) any Law applicable to the Buyer Company, or (C) any Material Agreement, (ii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien, other than a Permitted Lien, upon any material assets of the Acquired Entities, or (iii) any material agreement except as set forth, as of the Buyerdate of this Agreement, except for such violationsin Section 3.2(c) of the Seller Disclosure Letter, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification of any Permit possessed by the Company or any other Acquired Entity as of the date hereof and necessary or desirable for the carrying on of the Acquired Business as conducted as of the date hereof in all material respects. (d) No Law requires the Buyer Company to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against it the Company of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer Company is a party or is bound or to which any of its assets is the Company are subject, requires the Buyer Company to obtain any Consent from any Person (other than a Governmental Authority Authority) in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by Apple of this Agreement and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Apple is or will be a party areparty, or when executed and delivered by to the other parties thereto, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Apple of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerApple, (B) any Governmental Requirement applicable to Apple or (C) any Material Agreement of Apple, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of Apple or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require Apple to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of Apple (or upon any revenues, income or profits of Apple therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by Apple at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except for (i) filings of the Buyer Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (ii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by Apple for the execution, delivery or performance by the Buyer Apple of the Transaction Documents to which it is a party, the enforcement against it Apple of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by Purchaser of this Agreement and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Purchaser is or will be a party areparty, or when executed and delivered by to the other parties thereto, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Purchaser of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the Buyerits Charter Documents, (ii) any Law Governmental Requirement applicable to the Buyer it or (iii) any material agreement of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer its Material Adverse EffectAgreements. (d) No Law requires Except as may be required by the Buyer HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by Purchaser for the execution, delivery or performance by the Buyer Purchaser of the Transaction Documents to which it is a party, the enforcement against it Purchaser, of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Each of Buyer and Buyer Parent has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the each of Buyer and Buyer Parent of the Transaction Documents to which it is a party, the performance by the Buyer or Buyer Parent of its obligations under each Transaction Document to which the Buyer or Buyer Parent is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the BuyerBuyer or Buyer Parent, and no other corporate or other organizational proceedings on the part of the Buyer or Buyer Parent are necessary to authorize the Transaction Documents to which the Buyer or Buyer Parent is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the each of Buyer and Buyer Parent is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Xxxxx and Buyer Parent, and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s and Buyer Parent’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and performance of this Agreement by each of Buyer and Buyer Parent and the execution, delivery by the Buyer and performance of the any other Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the or Buyer Parent is a party in accordance with their respective terms does not and will not, and the consummation by Buyer or Buyer Parent of the transactions contemplated by the Transaction Documents hereby and thereby will not violatenot, constitute or result in (A) a breach or constitute violation of, or a default under under, the certificate of incorporation or bylaws of Buyer or Buyer Parent; (iB) assuming compliance with the Organizational Documents matters referred to in Section 5.3(d), with or without notice, lapse of the Buyertime or both, (ii) a breach or violation of, any Law applicable or Permit to the which Buyer or Buyer Parent is subject, or (iiiC) with or without notice, lapse of time or both, a breach or violation of, a termination, cancellation or modification (or provide a right of termination, cancellation or modification) or default under, the payment of additional fees, the creation, change or acceleration of any material agreement rights or obligations under, or require consent or approval from, the other party thereto, in each case, pursuant to any Contract binding upon Buyer or Buyer Parent, except, in the case of the Buyer, except for such violations, breaches or defaults under clauses (iiB) and (iiiC) above, for any such breach, violation, termination, default, creation, acceleration or change that individually or in the aggregate, would not result not, individually or in a the aggregate, prevent or materially delay Buyer Material Adverse Effector Buyer Parent from consummating the transactions contemplated by this Agreement. (d) No Law requires Except for (A) compliance with, and filings under, the Buyer to obtain any PermitExchange Act and the Securities Act of 1933, or make any as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the rules and regulations of all applicable securities exchanges, and (B) such other filings, including any report approvals and/or notices that will be obtained prior to the Closing, no notices, reports or notice, with any Governmental Authority, in connection with the execution, delivery other filings are required to be made by Buyer or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder Parent or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subjecttheir respective Subsidiaries with, requires the nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer to obtain or Buyer Parent or any Consent from of their respective Subsidiaries from, any Person other than a Governmental Authority in connection with the execution, delivery or and performance of this Agreement by Buyer and Buyer Parent and the consummation by Xxxxx and Buyer Parent of the Transaction Documents to which it is a partytransaction contemplated hereby, except those that would not, individually or in the enforcement against the aggregate, prevent or materially delay Buyer of its obligations thereunder or the consummation of Buyer Parent from consummating the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthis Agreement.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into and deliver performance in accordance with their respective terms by NCI of each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation effectuation of the transactions contemplated by the those Transaction Documents contemplate, are within its corporate power under its Charter Documents and the applicable Governmental Requirements of the State of Delaware and have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyState of Delaware require. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer NCI is or will be a party areparty, or when executed and delivered by the parties thereto, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law)the Enforceability Exceptions. (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer NCI of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation effectuation of the Acquisition and the other transactions contemplated by the this Agreement and those Transaction Documents contemplate do not and will not violate, breach or constitute a default under (i) the Organizational Charter Documents of the BuyerNCI, (ii) any Law Governmental Requirement applicable to the Buyer NCI or (iii) any material agreement Company Commitment of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse EffectNCI. (d) No Law Except for applicable requirements under the HSR Act, no Governmental Requirement requires the Buyer NCI to obtain any PermitGovernmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer it of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the those Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectcontemplate.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to Invatec (or, in the parties thereto, case of the Certificates of Merger the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) any Material Agreement of the Company (except as set forth in SECTION 2.03 OF THE DISCLOSURE STATEMENT), (ii) except as set forth in SECTION 2.03 OF THE DISCLOSURE STATEMENT, result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, income or profits of any of the Company and the Company Subsidiaries therefrom) or (iv) except for such violationsas set forth in SECTION 2.03 OF THE DISCLOSURE STATEMENT, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership, lease or operation of its properties or the conduct of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, and as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and all applicable material Governmental Requirements of its Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to OEI (or, in the parties theretocase of the Certificate of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms do not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) other than as set forth in Section 4.03 of the Disclosure Statement, any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) except as set forth in Section 4.03 of the Disclosure Statement, any Material Agreement of the Company, (ii) except as set forth in Section 4.03 of the Disclosure Statement, result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, income or profits of any of the Company and the Company Subsidiaries therefrom), (iv) except for such violationsas set forth in Section 4.03 of the Disclosure Statement, breaches or defaults under clauses (ii) and (iii) that would not result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law, or (v) except as set forth in Section 4.03 of the Disclosure Statement, entitle any Person other than the Company or a Buyer Material Adverse EffectCompany Subsidiary to revoke, cancel, suspend or materially modify any Company Commitment. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by T-NDE of this Agreement and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer applicable Governmental Requirements of the Transaction Documents to which it is a party, the performance by the Buyer State of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Delaware and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyState of Delaware. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer T-NDE is or will be a party areparty, or when executed and delivered by to the other parties thereto, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and generally, (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), and (iii) any implied covenant of good faith and fair dealing. (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer T-NDE of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerT-NDE, (B) any Governmental Requirement applicable to T-NDE or (C) any Material Agreement of T-NDE, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness or any Guaranty of T-NDE or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require T-NDE to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of T-NDE (or upon any revenues, income or profits of T-NDE therefrom), or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by T-NDE at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires the Buyer Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by T-NDE for the execution, delivery or performance by the Buyer T-NDE of the Transaction Documents to which it is a party, the enforcement against it T-NDE of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer Xxxxx has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the BuyerXxxxx, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Buyer Xxxxx and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and performance of this Agreement by Xxxxx and the execution, delivery by the Buyer and performance of the any other Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms does not and will not, and the consummation by Buyer of the transactions contemplated by the Transaction Documents hereby and thereby will not violatenot, constitute or result in (A) a breach or constitute violation of, or a default under under, the certificate of incorporation or bylaws of Buyer; (iB) assuming compliance with the Organizational Documents matters referred to in Section 5.2(d), with or without notice, lapse of time or both, a breach or violation of, any Law or Permit to which Buyer is subject, or (C) with or without notice, lapse of time or both, a breach or violation of, a termination, cancellation or modification (or provide a right of termination, cancellation or modification) or default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, or require consent or approval from, the other party thereto, in each case, pursuant to any Contract binding upon Buyer, (ii) any Law applicable to except, in the Buyer or (iii) any material agreement case of the Buyer, except for such violations, breaches or defaults under clauses (iiB) and (iiiC) above, for any such breach, violation, termination, default, creation, acceleration or change that individually or in the aggregate, would not result not, individually or in a the aggregate, prevent or materially delay Buyer Material Adverse Effectfrom consummating the transactions contemplated by this Agreement. (d) No Law requires Except for (A) compliance with, and filings under, the Buyer to obtain any PermitExchange Act and the Securities Act of 1933, or make any as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the rules and regulations of all applicable securities exchanges, and (B) filings, including any report reports, approvals and/or notices under the HSR Act, and (C) such other filings, approvals and/or notices that will be obtained prior to the Closing, no notices, reports or notice, with any Governmental Authority, in connection with the execution, delivery other filings are required to be made by Buyer or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subjectSubsidiaries with, requires the nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer to obtain or any Consent from of its Subsidiaries from, any Person other than a Governmental Authority in connection with the execution, delivery or and performance of this Agreement by Buyer and the consummation by Buyer of the Transaction Documents to which it is a partytransaction contemplated hereby, except those that would not, individually or in the enforcement against the aggregate, prevent or materially delay Buyer of its obligations thereunder or the consummation of from consummating the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthis Agreement.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by each of Purchaser and deliver Merger Sub of this Agreement and each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer either of Purchaser or Merger Sub is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, in the case of the Certificate of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer each of Purchaser and Merger Sub of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms do not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerPurchaser or Merger Sub, (B) any Governmental Requirement applicable to Purchaser or Merger Sub or (C) any Material Agreement of Purchaser or Merger Sub, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of Purchaser or Merger Sub or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require Purchaser or Merger Sub to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of Purchaser or Merger Sub (or upon any revenues, income or profits of either Purchaser or Merger Sub therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by Purchaser or Merger Sub at the date of this Agreement and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) the Buyer filing of the Certificate of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and a registration statement on Form 8-A with respect to obtain any Permitthe registration of the Purchaser Common Stock under the Exchange Act and the SEC order declaring those registration statements effective under the Securities Act and the Exchange Act, respectively, and (iii) as may be required by the HSR Act or make any filingsthe applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or notice, notices to or filings with any Governmental AuthorityAuthority are required to be made, in connection with by Purchaser or Merger Sub for the execution, delivery or performance by the Buyer Purchaser or Merger Sub of the Transaction Documents to which it is a party, the enforcement against it Purchaser or Merger Sub, as the case may be, of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate public limited liability company power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate public limited liability company or other organizational action by the Buyer, and no other corporate public limited liability company or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the Buyer, (ii) any Law applicable to the Buyer or (iii) any material agreement of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder party or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder party or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and all applicable Governmental Requirements of the Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to WORK (or, in the parties theretocase of the Certificate of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms do not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerCompany or any of the Company Subsidiaries, (B) any Governmental Requirement applicable to the Company or any of the Company Subsidiaries or (C) except as set forth in Section 4.03 of the Disclosure Statement, any Material Agreement of the Company, (ii) except as set forth in Section 4.03 of the Disclosure Statement, result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, income or profits of any of the Company and the Company Subsidiaries therefrom), (iv) except for such violationsas set forth in Section 4.03 of the Disclosure Statement, breaches or defaults under clauses (ii) and (iii) that would not result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law, or (v) except as set forth in Section 4.03 of the Disclosure Statement, entitle any Person other than the Company or a Buyer Material Adverse EffectCompany Subsidiary to revoke, cancel, suspend or materially modify any Company Commitment. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery, and authority to enter into performance by UCB and deliver United of this Agreement and each Transaction Document to which it is they are a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Acquisition Transaction and the other transactions contemplated by hereby and thereby, are within their corporate power under its respective Articles of Incorporation and Bylaws, each as amended or restated to date and the Transaction Documents have applicable Governmental Requirements of Georgia, and has been duly and validly authorized by all requisite corporate proceedings, including actions permitted to be taken in lieu of proceedings, as may be permitted under their Articles of Incorporation and Bylaws, each as amended or other organizational action by restated to date and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyGeorgia. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party areUCB and United are parties, or when executed and delivered by to the other parties thereto, thereto will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution them and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s their legal, valid valid, and binding obligation, enforceable against it them in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, or similar Laws laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery, and delivery performance in accordance with their respective terms by the Buyer UCB and United of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms they are parties have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach breach, or constitute a default under (iA) the Organizational Documents their Articles of the BuyerIncorporation and Bylaws, each as amended or restated to date, (B) any Governmental Requirement applicable to them, or (C) any of their Material Agreements, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of UCB and United or afford any holder of any of that Indebtedness, or any beneficiary of any Guaranty, the right to the Buyer require them to redeem, purchase, or otherwise acquire, reacquire, or repay any of that Indebtedness, or to perform any Guaranty, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of UCB and United (or upon any revenues, income, or profits of UCB and United therefrom), or (iv) result in the revocation, cancellation, suspension, or Material Adverse Effectmodification, singularly or in the aggregate, of any Governmental Approval possessed by UCB and United at the date hereof and necessary for the ownership, lease, or operation of their properties or the carrying on of their business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires the Buyer Except for (i) filings with state or federal banking regulators or (ii) as may be required by applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by UCB for the execution, delivery delivery, or performance by the Buyer UCB and United of the Transaction Documents to which it is a partythey are parties, the enforcement against it UCB and United of its their obligations thereunder thereunder, or the consummation of the Acquisition Transaction and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party, and the effectuation of the Merger and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and all applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and all applicable Governmental Requirements of the Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to Purchaser (or, in the parties theretocase of the Certificate of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms do not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerCompany, (B) any Governmental Requirement applicable to the Company or (C) except as set forth in SCHEDULE 4.3, any Material Agreement of the Company, (ii) except as set forth in SCHEDULE 4.3, result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of the Company or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Buyer Company to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of the BuyerCompany (or upon revenues, income or profits of the Company therefrom), (iv) except for such violationsas set forth in SCHEDULE 4.3, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by the Company at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law, or (v) except as set forth in SCHEDULE 4.3, entitle any Person other than the Company to revoke, cancel, suspend or materially modify any Company Commitment. (d) No Law requires Except for (i) the Buyer filing of the Certificate of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by the Company for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated thereby and no approvals or consents of third Persons are necessary to consummate the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effecthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to Apple (or, in the parties theretocase of the Certificates of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution Except as set forth in Section 4.03 of the Disclosure Statement, the execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) any Material Agreement of the Company, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, except for such violations, breaches income or defaults under clauses profits of any of the Company and the Company Subsidiaries therefrom) or (iiiv) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except (i) for the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by each Selling Party of this Agreement and deliver each other Transaction Document to which it is a party, and to carry out the carrying into effect of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer each Selling Party is or will be a party areparty, or when executed and delivered by the parties theretoto Purchaser, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution such Selling Party and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the such Selling Party, enforceable against it such Selling Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer each Selling Party of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of such Selling Party, (B) any Material Governmental Requirement applicable to such Selling Party or (C) any Material Agreement of such Selling Party or the BuyerAcquired Business, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of such Selling Party or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require such Selling Party to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any of the BuyerAssets (or upon any revenues, except for such violations, breaches income or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer profits of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse EffectAcquired Business therefrom). (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to ARS (or, in the parties theretocase of the Certificates of Merger, if any, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) any Material Agreement of the Company, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon any revenues, except for such violations, breaches income or defaults under clauses profits of any of the Company and the Company Subsidiaries therefrom) or (iiiv) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger, if any, with the applicable Governmental Authorities, (ii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the all requisite corporate or other power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the Acquisition and the other transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the 34 #93878383v22 Acquisition and the other transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party are, or when executed and delivered by the parties thereto, thereto will be, duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally generally, and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding Proceeding in equity or at law). (c) The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the Buyer, (ii) any Law applicable to the Buyer Buyer, or (iii) any material agreement of the Buyer, except for such violations, breaches or defaults under clauses in the case of clause (ii) and (iii) that as would not result not, individually or in the aggregate, have a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain any Permit, or make any filings, including any report or written notice, with any Governmental Government Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it the Buyer of its obligations thereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, except for (i) filings that no representation or warranty is have been made with respect prior to Antitrust Laws the date hereof (including pursuant to the HSR Act), and except for (ii) such Permits or filings the failure of which to obtain or make would not result result, and would not reasonably be expected to result, individually or in the aggregate, in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person (other than a Governmental Authority Government Authority) in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a partythis Agreement, the enforcement against the Buyer of its obligations thereunder hereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, except for such Consent other than would not, individually or in the failure of which to obtain aggregate, would not result in have a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Each Buyer has the requisite corporate or other power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the Acquisition and the other transactions contemplated by the Transaction Documents. The execution and delivery by the each Buyer of the Transaction Documents to which it is a party, the performance by the each Buyer of its obligations under each Transaction Document to which the each Buyer is a party in accordance with their respective terms and the consummation of the Acquisition, and the other transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the each Buyer, and no other corporate or other organizational proceedings on the part of the any Buyer are is necessary to authorize the Transaction Documents to which the such Buyer is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the each Buyer is or will be a party are, or when executed and delivered by the parties thereto, thereto will be, duly executed and delivered by the such Buyer and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the constitutes such Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the each Buyer of the Transaction Documents to which it is a party, the performance by the each Buyer of its obligations under each Transaction Document to which the such Buyer is a party in accordance with their respective terms terms, and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the such Buyer, (ii) any Law applicable to the Buyer such Buyer, or (iii) any material agreement of the such Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the any Buyer to obtain any Permit, Permit or make any filings, including any report or notice, with any Governmental Government Authority, in connection with the execution, delivery or performance by the each Buyer of the Transaction Documents to which it is a party, the enforcement against it each Buyer of its obligations thereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits Permits, filings, reports or notices the failure of which to obtain or make would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement Contract to which the any Buyer is a party or is bound or to which any of its assets is subject, requires the any Buyer to obtain any Consent from any Person (other than a Governmental Authority Government Authority) in connection with the execution, delivery or performance by the Buyer Buyers of the Transaction Documents to which it is a partythis Agreement, the enforcement against the Buyer Buyers of its their respective obligations thereunder hereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthis Agreement.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by each of ARS and deliver Newco of this Agreement and each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer either of ARS or Newco is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, in the case of the Certificates of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer each of ARS and Newco of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerARS or Newco, (B) any Governmental Requirement applicable to ARS or Newco or (C) any Material Agreement of ARS or Newco, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of ARS or Newco or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require ARS or Newco to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of ARS or Newco (or upon any revenues, income or profits of either ARS or Newco therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by ARS or Newco at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by ARS or Newco for the execution, delivery or performance by the Buyer ARS or Newco of the Transaction Documents to which it is a party, the enforcement against it ARS or Newco, as the case may be, of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by OSI of this Agreement and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer applicable Governmental Requirements of the Transaction Documents to which it is a party, the performance by the Buyer State of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms California and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer OSI is or will be a party areparty, or when concurrently executed and delivered by the parties theretoto T-NDE, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution OSI and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of OSI, enforceable against it OSI in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law)) and any implied covenant of good faith and fair dealing. (c) The execution execution, delivery and delivery performance in accordance with their respective terms by OSI, the Buyer Disbursement Agent or the Stockholders of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a they are party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the Buyer, OSI (iiB) any Law Governmental Requirement applicable to the Buyer or OSI (iiiC) any material agreement Material Agreement of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.OSI,

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to ARS (or, in the parties theretocase of the Certificates of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) any Material Agreement of the Company, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, income or profits of any of the Company and the Company Subsidiaries therefrom) or (iv) except for such violationsas set forth in Section 4.03 of the Disclosure Statement, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspexxxxx xx xxxxxxxx xxxxxxxation, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery, and authority to enter into performance by IDG of this Acquisition Agreement and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Acquisition Transaction and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents have applicable Governmental Requirements of its Organization State, and has been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, as may be permitted under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Acquisition Agreement has been, and each of the other Transaction Documents to which the Buyer IDG is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, if applicable, in the case of the Certificates of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery, and delivery performance in accordance with their respective terms by the Buyer IDG of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach breach, or constitute a default under (iA) the Organizational Charter Documents of the BuyerIDG, (B) any Governmental Requirement applicable to IDG, or (C) any Material Agreement of IDG, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of IDG or afford any holder of any of that Indebtedness, or any beneficiary of any Guaranty, the right to the Buyer require IDG to redeem, purchase, or otherwise acquire, reacquire, or repay any of that Indebtedness, or to perform any Guaranty, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of IDG (or upon any revenues, income, or profits of IDG therefrom), or (iv) result in the revocation, cancellation, suspension, or Material Adverse Effectmodification, singularly or in the aggregate, of any Governmental Approval possessed by IDG at the date hereof and necessary for the ownership, lease, or operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) if applicable, the Buyer to obtain any Permitfiling of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, (iii) as may be required by the HSR Act, or make any filings(iv) as may be required by applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or notice, notices to or filings with any Governmental AuthorityAuthority are required to be made, in connection with by IDG for the execution, delivery delivery, or performance by the Buyer IDG of the Transaction Documents to which it is a party, the enforcement against it IDG, as the case may be, of its obligations thereunder thereunder, or the consummation of the Acquisition Transaction and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has Except for approval by the requisite corporate power Stockholders, the execution, delivery, and authority to enter into performance by the Company of this Merger Agreement and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Merger Transaction and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents applicable Governmental Requirements of its Organization State and have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, as permitted under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Merger Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to IDG or, if applicable, Newco (or, in the parties theretocase of a Certificate of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid valid, and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution Except as set forth on Schedule 4.04(c), the execution, delivery, and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms does not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach breach, or constitute a default under (iA) the Organizational Charter Documents of the BuyerCompany or any Company Subsidiary, (B) any Governmental Requirement applicable to the Company or any Company Subsidiary, or (C) any Material Agreement of the Company or any Company Subsidiary, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of the Company or any Company Subsidiary, or afford any holder of any Indebtedness, or any beneficiary of any Guaranty, the right to require the Buyer Company or any Company Subsidiary to redeem, purchase, or otherwise acquire, reacquire, or repay any Indebtedness, or to perform any Guaranty, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of the BuyerCompany or any Company Subsidiary (or upon revenues, except for such violationsincome, breaches or defaults under clauses profits of the Company or any Company Subsidiary therefrom), or (iiiv) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension, or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by the Company or any Company Subsidiary at the date hereof and necessary for the ownership, lease, or operation of its properties, or the uninterrupted carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) if applicable, the Buyer to obtain any Permitfiling of Certificates of Merger with the applicable Governmental Authorities, (ii) as may be required by the HSR Act, or make any filings(iii) as may be required by applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or noticenotices to, with or filings with, any Governmental Authority, in connection with Authority are required to be made by the Company or any Company Subsidiary for the execution, delivery delivery, or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder thereunder, or the consummation effectuation of the Merger Transaction and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effecthereby and thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by each of Invatec and deliver Invatec Sub of this Agreement and each other Transaction Document to which it is a party, and to carry out the effectuation of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or company power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer either of Invatec or Invatec Sub is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, in the case of the Certificates of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer each of Invatec and Invatec Sub of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerInvatec or Invatec Sub, (B) any Governmental Requirement applicable to Invatec or Invatec Sub or (C) any Material Agreement of Invatec or Invatec Sub, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of Invatec or Invatec Sub or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require Invatec or Invatec Sub to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of Invatec or Invatec Sub (or upon any revenues, income or profits of either Invatec or Invatec Sub therefrom), other than those in favor of Invatec's third party lender, or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by Invatec or Invatec Sub at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (and to obtain any Permitthe knowledge of Invatec and Invatec Sub as may be required by the HSR Act or the applicable state securities or blue sky laws), no Governmental Approvals are required to be obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by Invatec or Invatec Sub for the execution, delivery or performance by the Buyer Invatec or Invatec Sub of the Transaction Documents to which it is a party, the enforcement against it Invatec or Invatec Sub, as the case may be, of its obligations thereunder or the consummation effectuation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are is necessary to authorize the Transaction Documents to which the Buyer is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party are, or when executed and delivered by the parties thereto, will behas been, duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the Buyer, (ii) any Law applicable to the Buyer or (iii) any material agreement of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer Buyers of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has Except for approval by the requisite corporate power Shareholders, the execution, delivery, and authority to enter into performance by the Company of this Agreement and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Stock Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Articles of Incorporation and Bylaws, each as amended or restated to date, and the Transaction Documents applicable Governmental Requirements of Florida and have been duly and validly authorized by all requisite corporate proceedings, including actions permitted to be taken in lieu of proceedings, as permitted under its Articles of Incorporation and Bylaws, each as amended or other organizational action by the Buyerrestated to date, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by the parties thereto, to UCB will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid valid, and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, or similar Laws laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery, and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms does not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach breach, or constitute a default under (iA) the Organizational Documents Articles of Incorporation and Bylaws, each as amended or restated to date, of the BuyerCompany, (B) any Governmental Requirement applicable to the Company, or (C) any Material Agreement of the Company, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of the Company or afford any holder of any Indebtedness, or any beneficiary of any Guaranty, the right to require the Buyer Company to redeem, purchase, or otherwise acquire, reacquire, or repay any Indebtedness, or to perform any Guaranty, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of the BuyerCompany (or upon revenues, except for such violationsincome, breaches or defaults under clauses profits of the Company therefrom), or (iiiv) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension, or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by the Company at the date hereof and necessary for the ownership, lease, or operation of its properties or the uninterrupted carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires the Buyer Except for (i) as may be required by state or federal banking laws or (ii) as may be required by applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or notices to, or make any filingsfilings with, including any report or notice, with any Governmental Authority, in connection with Authority are required to be made by the Company for the execution, delivery delivery, or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder thereunder, or the consummation effectuation of the Stock Acquisition and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effecthereby and thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by each of TMI and deliver Newco of this Agreement and each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer either of TMI or Newco is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, in the case of the Certificate of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer each of TMI and Newco of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerTMI or Newco, (B) any Governmental Requirement applicable to TMI or Newco or (C) any Material Agreement of TMI or Newco, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of TMI or Newco or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require TMI or Newco to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of TMI or Newco (or upon any revenues, income or profits of either TMI or Newco therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by TMI or Newco at the date of this Agreement and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) the Buyer filing of the Certificate of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and a registration statement on Form 8-A with respect to obtain any Permitthe registration of the TMI Common Stock under the Exchange Act and the SEC order declaring those registration statements effective under the Securities Act and the Exchange Act, respectively, and (iii) as may be required by the HSR Act or make any filingsthe applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or notice, notices to or filings with any Governmental AuthorityAuthority are required to be made, in connection with by TMI or Newco for the execution, delivery or performance by the Buyer TMI or Newco of the Transaction Documents to which it is a party, the enforcement against it TMI or Newco, as the case may be, of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement The representations and warranties made by TMI in paragraphs (a) through (d) of this Section 5.03 with respect to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents and Newco are true and correct, MUTADIS MUTANDIS, with respect to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the all Other Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse EffectDocuments and all Other Newco Subsidiaries.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power and authority to enter into and deliver Company of each Transaction Document to which it is a party, and to carry out the consummation of the transactions contemplated herein and therein, are within its corporate or other power under its Charter Documents and all applicable Governmental Requirements of its Organization Jurisdiction and have been duly authorized by all requisite corporate action on the part of the Company and RCC, and no other corporate proceedings on the part of the Company or RCC are necessary to consummate the transactions contemplated hereby and thereby. (b) This Agreement constitutes, and each such other Transaction Document to which the Company is a party, when the executed and delivered by the Transaction Documents. The execution parties thereto it in accordance with its terms, will constitute, will have been duly executed and delivery delivered by the Buyer Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (c) The execution, delivery and performance in accordance with their respective terms by the Company of the Transaction Documents to which it is a partyparty and the effectuation of the Reorganization, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Acquisition and the consummation of the other transactions contemplated by the Transaction Documents contemplate do not and will not (except for such matters described in clauses (i)(C), (ii), (iii) and (iv) below as would not, individually or in the aggregate, have been duly and validly authorized by all requisite corporate or other organizational action by the Buyer, and no other corporate or other organizational proceedings a Material Adverse Effect on the part of Company or the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a party. (bAcquired Business) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerCompany, (B) any Governmental Requirement applicable to the Company or the Acquired Business or (C) any Contract by which RCC, the Company or the Acquired Business or any of their respective assets is bound or affected, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of RCC, the Company or the Acquired Business or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Buyer Company to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon the Company Capital Stock or any property or other assets of the BuyerCompany or the Acquired Business (or upon any revenues, except for such violations, breaches income or defaults under clauses profits of the Company or the Acquired Business therefrom) or (iiiv) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by RCC, the Company or the Acquired Business at the date hereof and necessary for the ownership or lease or the operation of its properties and other assets or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law Except for any applicable requirements under the HSR Act, no Governmental Requirement requires RCC or the Buyer Company to obtain any PermitGovernmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by RCC or the Buyer Company of the Transaction Documents to which it is a party, the enforcement against it performance by RCC and the Company of its obligations thereunder or the consummation effectuation of the Reorganization, the Acquisition and the other transactions contemplated by the those Transaction DocumentsDocuments contemplate, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the where a failure of which to obtain a Governmental Approval or make such a filing, individually or in the aggregate, would not result in have a Buyer Material Adverse EffectEffect on RCC, the Acquired Business or the Company. (e) No agreement or arrangement To the knowledge of RCC, except for the Governmental Requirements to which Section 4.2(d) refers and except as set forth on Schedule 4.2(e), no Contract to which RCC, the Buyer Company or the Acquired Business is a party or is bound or to which any of its the properties or other assets of RCC, the Company or the Acquired Business is subject, requires the Buyer Company, RCC or the Acquired Business to obtain any Consent from consent or approval from, or make any filing (including any report or notice) with, any Person other than a Governmental Authority in connection with the execution, delivery or performance by RCC or the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation effectuation of the Reorganization, the Acquisition and the other transactions contemplated by the those Transaction DocumentsDocuments contemplate, except for such Consent the where a failure of which to obtain a consent or approval or make a filing, individually or in the aggregate, would not result in have a Buyer Material Adverse EffectEffect on RCC, the Acquired Business or the Company.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the carrying into effect of the Acquisition and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by the parties theretoto Purchaser, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution Except as disclosed on Schedule 2.03(c), the execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (i) the Organizational Charter Documents of the BuyerCompany, (ii) cause or result in the imposition of, or afford any Law applicable Person the right to obtain, any Lien upon any of the Buyer Assets (or upon any revenues, income or profits of the Acquired Business therefrom) or (iii) any material agreement to the best knowledge of the BuyerCompany, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer to obtain revocation, cancellation, suspension or material modification, in any Permitsingle case or in the aggregate, of any Governmental Approval possessed by the Company at the date hereof and necessary for the ownership or make any filingslease or the operation of the Assets or the carrying on of the Acquired Business as now conducted, including any report or notice, with any necessary Governmental Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse EffectApproval under each applicable Environmental Law. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery, and authority to enter into performance by each of IDG and deliver Newco of this Merger Agreement and each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Merger Transaction and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents have applicable Governmental Requirements of its Organization State, and has been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, as may be required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Merger Agreement has been, and each of the other Transaction Documents to which the Buyer either of IDG and Newco is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, if applicable, in the case of the Certificates of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery, and delivery performance in accordance with their respective terms by the Buyer each of IDG and Newco of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach breach, or constitute a default under (iA) the Organizational Documents its Charter Documents, (B) any Governmental Requirement applicable to it, or (C) any of the Buyerits Material Agreements, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of IDG or Newco or afford any holder of any of that Indebtedness, or any beneficiary of any Guaranty, the right to the Buyer require it to redeem, purchase, or otherwise acquire, reacquire, or repay any of that Indebtedness, or to perform any Guaranty, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of IDG or Newco (or upon any revenues, income, or profits of IDG therefrom), or (iv) result in the revocation, cancellation, suspension, or Material Adverse Effectmodification, singularly or in the aggregate, of any Governmental Approval possessed by IDG or Newco at the date hereof and necessary for the ownership, lease, or operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) if applicable, the Buyer to obtain any Permitfiling of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, (iii) as may be required by the HSR Act, or make any filings(iv) as may be required by applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or notice, notices to or filings with any Governmental AuthorityAuthority are required to be made, in connection with by IDG or Newco for the execution, delivery delivery, or performance by the Buyer IDG or Newco of the Transaction Documents to which it is a party, the enforcement against it IDG or Newco, as the case may be, of its obligations thereunder thereunder, or the consummation of the Merger Transaction and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery, and performance by the requisite corporate power Company of this Acquisition Agreement and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the Acquisition Transaction and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents applicable Governmental Requirements of its Organization State and have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Acquisition Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to IDG or, if applicable, Newco (or, in the parties theretocase of a Certificate of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid valid, and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution Except as set forth on Schedule 4.05(c) of the Disclosure Statement, the execution, delivery, and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach breach, or constitute a default under (iA) the Organizational Charter Documents of the BuyerCompany or any Company Subsidiary, (B) any Governmental Requirement applicable to any of the Company or any Company Subsidiary, or (C) any Material Agreement of the Company or any Company Subsidiary, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of the Company or any Company Subsidiary, or afford any holder of any Indebtedness, or any beneficiary of any Guaranty, the right to require the Buyer Company or any Company Subsidiary to redeem, purchase, or otherwise acquire, reacquire, or repay any Indebtedness, or to perform any Guaranty, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of the BuyerCompany or any Company Subsidiary (or upon revenues, except for such violationsincome, breaches or defaults under clauses profits of the Company or any Company Subsidiary therefrom), or (iiiv) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension, or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by the Company or any Company Subsidiary at the date hereof and necessary for the ownership, lease, or operation of its properties, or the uninterrupted carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) if applicable, the Buyer to obtain any Permitfiling of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, (iii) as may be required by the HSR Act, or make any filings(iv) as may be required by applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or noticenotices to, with or filings with, any Governmental Authority, in connection with Authority are required to be made by the Company or any Company Subsidiary for the execution, delivery delivery, or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder thereunder, or the consummation effectuation of the Acquisition Transaction and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effecthereby and thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer Company has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer Company of its obligations under each Transaction Document to which the Buyer it is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational limited liability company action by the BuyerCompany, and no other corporate or other organizational proceedings on the part of the Buyer Company are necessary to authorize the Transaction Documents to which the Buyer Company is or will be a party. (b) This Agreement has been, and each Each of the other Transaction Documents to which the Buyer is or Company will be a party areparty, or when executed and delivered by the parties thereto, will be, be duly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, constitute the BuyerCompany’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer Company of its obligations under each such Transaction Document to which the Buyer is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default (or give rise to any right of termination, cancellation or acceleration) under (iA) the Organizational Documents of the BuyerCompany, (iiB) any Law applicable to the Buyer Company and its Subsidiaries, or (iiiC) any agreement that is material agreement to the business and operation of the BuyerAcquired Business, including any Material Agreement and the Real Property Leases, except in the case of clauses (B) and (C), for such violations, breaches or defaults under clauses that would not be material to the Company or any of its Subsidiaries (provided that Alliant Gas, LLC and Alliant Arizona Propane, L.L.C. shall be treated as a single Subsidiary for such purposes), (ii) and cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any of the assets of the Company, or (iii) that result in the revocation, cancellation, suspension or material modification of any Permit possessed by the Company or its Subsidiaries necessary or desirable for the carrying on of the Acquired Business as conducted as of the date hereof in all material respects, except for such revocations, cancellations, suspensions or material modifications as would not result in be material to the Company or any of its Subsidiaries (provided that Alliant Gas, LLC and Alliant Arizona Propane, L.L.C. shall be treated as a Buyer Material Adverse Effectsingle Subsidiary for such purposes). (d) No Law requires the Buyer Company to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against it the Company of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain or make would not result in be material to the Company or any of its Subsidiaries (provided that Alliant Gas, LLC and Alliant Arizona Propane, L.L.C. shall be treated as a Buyer Material Adverse Effectsingle Subsidiary for such purposes). (e) No agreement or arrangement to which the Buyer Company or any of its Subsidiaries is a party or is bound or to which the Company, its Subsidiaries or any of its their assets is are subject, requires the Buyer Company to obtain any Consent from or provide any notice to any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in be material to the Company or any of its Subsidiaries (provided that Alliant Gas, LLC and Alliant Arizona Propane, L.L.C. shall be treated as a Buyer Material Adverse Effectsingle Subsidiary for such purposes).

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer Each Seller has the requisite corporate or other power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the Acquisition and the other transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer each Seller of the Transaction Documents to which it is a party, the performance by the Buyer each Seller of its obligations under each Transaction Document to which the Buyer such Seller is a party in accordance with their respective terms terms, and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyereach Seller, and no other corporate or other organizational proceedings on the part of the Buyer any Seller or any holder in any Equity Interests in any Seller are necessary to authorize the Transaction Documents to which the Buyer any Seller is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer a Seller is or will be a party are, or when executed and delivered by the parties thereto, thereto will be, duly executed and delivered by the Buyer such Seller and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and theretoBuyer, constitutes, or upon execution will constitute, the Buyerconstitutes such Seller’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law)equity. (c) The execution and delivery by the Buyer each Seller of the Transaction Documents to which it is a party, the performance by the Buyer each Seller of its obligations under each Transaction Document to which the Buyer such Seller is a party in accordance with their respective terms terms, and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents will not violate(i) (A) conflict with or result in a violation or breach of, or constitute a default under, its Organizational Documents, (B) conflict with or result in a breach of, or constitute a default under or an event creating rights of first offer or first refusal, rights of acceleration, termination, amendment, cancellation, or the imposition of additional obligations under any Contract or (iC) the Organizational Documents result in a violation of the Buyerany Law, (ii) cause or result in the imposition of, or afford any Law applicable Person the right to obtain, any Lien upon any of the Buyer Shares or the Assets, or (iii) result in the revocation, cancellation, suspension or modification of any material agreement Permit possessed by such Seller or the Dutch Entity or their respective Affiliates and necessary or desirable for the ownership or lease or the operation of the BuyerBusiness, except for such violationsthe Dutch Entity or the Assets or the carrying on of the operations of the Business, breaches the Dutch Entity or defaults under the Assets, except, in the cases of clauses (i)(B), (i)(C), (ii) and (iii) that ), where the violation, breach, conflict, default or Lien would not result not, individually or in a Buyer Material Adverse Effectthe aggregate, reasonably be material to the Business, the Assets or the Shares or to prevent or delay or impair the ability of the Sellers to enter into any of the Transaction Documents or the consummation of any of the transactions contemplated thereby. (d) No Law requires any Seller or the Buyer Dutch Entity or its or their Affiliates to obtain any Permitauthorization, approval, Order or Permit or make any filings, including any report or notice, with any Governmental Government Authority, in connection with the execution, delivery or performance by the Buyer such Seller of the Transaction Documents to which it is a party, the enforcement against it such Seller of its obligations thereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits or filings the failure of which to obtain or make would not result not, individually or in a Buyer Material Adverse Effectthe aggregate, reasonably be material to the Business, the Assets or the Shares or to prevent or delay or impair the ability of the Sellers to enter into any of the Transaction Documents or the consummation of any of the transactions contemplated thereby. (e) No agreement or arrangement Contract to which a Seller or the Buyer Dutch Entity (or any of their respective Affiliates) is a party or is bound or to which any of its assets the Assets is subject, requires such Seller or the Buyer Dutch Entity or their respective Affiliates to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer such Seller of the Transaction Documents to which it is a partythis Agreement, the enforcement against the Buyer such Seller of its obligations thereunder hereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documentsthis Agreement, except for such Consent Consents the failure of which to obtain would not result in a Buyer Material Adverse Effectreasonably be material to the Business, the Assets or the Shares or to prevent or delay or impair the ability of the Sellers to enter into any of the Transaction Documents or the consummation of any of the transactions contemplated thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by each of Purchaser and deliver Newco of this Agreement and each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer either of Purchaser or Newco is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, in the case of the Certificate of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer each of Purchaser and Newco of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms 41 do not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerPurchaser or Newco, (B) any Governmental Requirement applicable to Purchaser or Newco or (C) any Material Agreement of Purchaser or Newco, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of Purchaser or Newco or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require Purchaser or Newco to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of Purchaser or Newco (or upon any revenues income or profits of either Purchaser or Newco therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by Purchaser or Newco at the date of this Agreement and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law. (d) No Law requires Except for (i) the Buyer filing of the Certificate of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and a registration statement on Form 8-A with respect to obtain any Permitthe registration of the Purchaser Common Stock under the Exchange Act and the SEC order declaring those registration statements effective under the Securities Act and the Exchange Act, respectively, and (iii) as may be required by the HSR Act or make any filingsthe applicable state securities or blue sky laws, including any report no Governmental Approvals are required to be obtained, and no reports or notice, notices to or filings with any Governmental AuthorityAuthority are required to be made, in connection with by Purchaser or Newco for the execution, delivery or performance by the Buyer Purchaser or Newco of the Transaction Documents to which it is a party, the enforcement against it Purchaser or Newco, as the case may be, of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by the Transaction Documents. The execution hereby and delivery by the Buyer of the Transaction thereby, are within its corporate or other power under its Charter Documents to which it is a party, the performance by the Buyer and all applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyall applicable Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to TMI (or, in the parties theretocase of the Certificate of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) except as set forth in Section 4.03 of the Disclosure Statement, any Material Agreement of the Company, (ii) except as set forth in Section 4.03 of the Disclosure Statement, result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, income or profits of any of the Company and the Company Subsidiaries therefrom), (iv) except for such violationsas set forth in Section 4.03 of the Disclosure Statement, breaches or defaults under clauses (ii) and (iii) that would not result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law, or (v) except as set forth in Section 4.03 of the Disclosure Statement, entitle any Person other than the Company or a Buyer Material Adverse EffectCompany Subsidiary to revoke, cancel, suspend or materially modify any Company Commitment. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act, and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer Company has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer Company of its obligations under each Transaction Document to which the Buyer Company is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the BuyerCompany, and no other corporate or other organizational proceedings on the part of the Buyer Company are necessary to authorize the Transaction Documents to which the Buyer Company is or will be a party. (b) This Agreement has been, and each Each of the other Transaction Documents to which the Buyer Company is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Buyer Company and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the BuyerCompany’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer Company of its obligations under each Transaction Document to which the Buyer Company is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Documents of the BuyerCompany, (iiB) any Law applicable to the Buyer Acquired Entities, or (iiiC) any material agreement as of the Buyerdate of this Agreement, any Material Agreement, except in the case of clauses (B) and (C), for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Seller Material Adverse Effect, (ii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any of the assets of the Company, except for such Liens that would not, individually or in the aggregate, reasonably be expected to be material to the Company, or (iii) except as set forth, as of the date of this Agreement, in Section 3.2(c) of the Seller Disclosure Letter, result in the revocation, cancellation, suspension or material modification of any Permit possessed by the Company or any other Acquired Entity as of the date hereof and necessary or desirable for the carrying on of the Acquired Business as conducted as of the date hereof in all material respects, except for such revocations, cancellations, suspensions or material modifications as would not result in a Seller Material Adverse Effect. (d) No Law requires the Buyer Company to obtain any Permit, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent Permits the failure of which to obtain or make would not result in a Buyer Seller Material Adverse Effect. (e) Except for (i) any filings required to be made under the HSR Act and (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, the Company is not required to file, seek or obtain any notice, authorization, approval, order, Permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Company or the Seller of the Transaction Documents to which the Company is, or will be as of the Closing, a party or the consummation of the transactions contemplated by the Transaction Documents or in order to prevent the termination of any right, privilege, license or qualification of the Company, other than those notices, authorizations, approvals, orders, Permits or consents: (x) as have been given or obtained prior to the date hereof; (y) the failure of which to give or obtain would not reasonably be expected to (A) impair in any material respect the ability of the Company to perform its obligations under this Agreement, or prevent or materially delay consummation of the transactions contemplated hereby or (B) be material to the Company; or (z) as may be required as a result of the business activities of the Buyer or its Affiliates.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the Buyerproceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partythose Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by to RW (or, in the parties theretocase of the Certificates of Merger, the applicable Governmental Authorities) will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of any of the BuyerCompany and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) any Material Agreement of the Company, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Buyer Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of any of the BuyerCompany and the Company Subsidiaries (or upon revenues, income or profits of any of the Company and the Company Subsidiaries therefrom) or (iv) except for such violationsas set forth in Schedule 4.03, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe revocation, cancellation, suspension or material modification, individually or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental Authority, in connection with Authority are required to be made for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer Seller has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the Acquisition and the other transactions contemplated by the Transaction Documents. The execution and delivery by the Buyer Seller of the Transaction Documents to which it is a party, the performance by the Buyer Seller of its obligations under each Transaction Document to which the Buyer Seller is a party in accordance with their respective terms and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the BuyerSeller, and no other corporate or other organizational proceedings on the part of the Buyer Seller are necessary to authorize the Transaction Documents to which the Buyer Seller is or will be a party. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Seller is or will be a party are, or when executed and delivered by the parties thereto, thereto will be, duly executed and delivered by the Buyer Seller and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the BuyerSeller’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding Proceeding in equity or at law).. #93878383v22 (c) The execution and delivery by the Buyer Seller of the Transaction Documents to which it is a party, the performance by the Buyer Seller of its obligations under each Transaction Document to which the Buyer Seller is a party in accordance with their respective terms and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the Buyer, (ii) any Law applicable to the Buyer Seller or (iii) any material agreement of the BuyerAcquired Business, except for such violations, breaches or defaults under clauses (ii) and (iii) that as would not result in a Buyer Seller Material Adverse Effect, or any Organizational Documents of the Seller, violate, breach, conflict with, constitute a default under, give any Person the right to terminate, cancel, modify or accelerate the maturity or performance of, or require any notice under (whether after the filing of notice or the lapse of time or both), or require delivery of notice to or the consent of any Person, or result in the payment of any additional fee, penalty, consent fee or other amount under, any Contract to which the Parent or any of its Subsidiaries is a party, except for such violations, breaches or defaults as would not result in a Seller Material Adverse Effect, cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any of the Assets, except for such Liens (other than Permitted Liens) affecting the Assets as would not result, individually or in the aggregate, in a Seller Material Adverse Effect, or result in the revocation, cancellation, suspension or material modification of any Permit possessed by the Seller and necessary or desirable for the ownership or lease or the operation of the Assets or the carrying on of the Acquired Business as conducted as of the date of this Agreement in all material respects, except for such revocations, cancellations, suspensions or material modifications as would not result, individually or in the aggregate, in a Seller Material Adverse Effect. (d) No Law requires the Buyer None of Parent or any of its Subsidiaries is required to obtain any Permit, or make any filings, including any report or notice, with any Governmental Government Authority, and no other action by or in respect of any Government Authority is required, in connection with the execution, delivery or performance by the Buyer Seller of this Agreement or the other Transaction Documents to which it any of the Parent or any of its Subsidiaries is a party, the enforcement against it the Seller and of its obligations hereunder or thereunder or the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits or filings the failure of which to obtain or make would not result result, individually or in the aggregate, in a Buyer Seller Material Adverse Effect. (e) No agreement or arrangement to which the Buyer Parent or any of its Subsidiaries is a party or is bound or to which any of its assets the Assets is subject, requires the Buyer Parent or any such Subsidiary to obtain any Consent from any Person (other than a Governmental Authority Government Authority) in connection with the execution, delivery or performance by the Buyer Seller of this Agreement and the other Transaction Documents to which it is a partyDocuments, the enforcement against the Buyer Seller of its obligations hereunder or thereunder or the consummation of the Acquisition and the other transactions contemplated by this Agreement and the other Transaction Documents, except for such Consent Consents the failure of which to obtain would not result result, individually or in the aggregate, in a Buyer Seller Material Adverse Effect.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The execution, delivery and performance by Buyer has the requisite corporate power of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Stock Purchase and the other transactions contemplated by hereby and thereby, are within its power under its organizational documents and the Transaction Documents. The execution and delivery by the Buyer applicable Governmental Requirements of the Transaction Documents to which it is a party, the performance by the Buyer State of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Delaware and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other proceedings, including actions permitted to be taken in lieu of proceedings, required under its organizational action by documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyState of Delaware. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer is or will be a party areparty, or when executed and delivered by to the other parties thereto, will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents organizational documents of the Buyer, (ii) any Law Governmental Requirement applicable to the Buyer or (iii) any material agreement Material Agreement of the Buyer, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires the Buyer Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by Buyer for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation effectuation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Each of the Buyer and Buyer Parent has the requisite corporate organizational power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out its obligations and the transactions contemplated by the Transaction Documents. The execution and delivery by each of the Buyer and the Buyer Parent of the Transaction Documents to which it is a party, the performance by each of the Buyer and the Buyer Parent of its obligations under each Transaction Document to which the Buyer it is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by the BuyerBuyer and the Buyer Parent, and no other corporate or other organizational proceedings on the part of the Buyer or the Buyer Parent are necessary to authorize the Transaction Documents to which the Buyer or the Buyer Parent is or will be a party. (b) This Agreement has been, and each Each of the other Transaction Documents to which the Buyer or the Buyer Parent is or will be a party are, or when executed and delivered by the parties thereto, will be, duly executed and delivered by the Buyer or the Buyer Parent, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutes, or upon execution will constitute, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery by each of the Buyer and the Buyer Parent of the Transaction Documents to which it is a party, the performance by each of the Buyer and the Buyer Parent of its obligations under each Transaction Document to which the Buyer it is a party in accordance with their respective terms and the consummation of the transactions contemplated by the Transaction Documents will not violate, breach or constitute a default under (i) the Organizational Documents of the BuyerBuyer and the Buyer Parent, (ii) any Law applicable to the Buyer and the Buyer Parent or (iii) any material agreement of the BuyerBuyer and the Buyer Parent, except for such violations, breaches or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effect. (d) No Law requires Except for (i) any filings required to be made under the HSR Act, and (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, neither Buyer nor the Buyer Parent is required to file, seek or obtain any Permit, or make any filings, including any report or notice, authorization, approval, order, permit or consent of or with any Governmental Authority, Authority in connection with the execution, delivery or and performance by each of the Buyer and the Buyer Parent of the Transaction Documents to which it is is, or will be as of the Closing, a party, the enforcement against it of its obligations thereunder party or the consummation of the transactions contemplated by the Transaction Documents, except that no representation other than those notices, authorizations, approvals, orders, permits or warranty is made with respect consents: (x) as have been given or obtained prior to Antitrust Laws and except for such Permits the date hereof; (y) the failure of which to give or obtain would not result reasonably be expected to impair in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which any material respect the ability of either of the Buyer is a party or is bound or to which any of its assets is subject, requires and the Buyer Parent to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of perform its obligations under the Transaction Documents to which it is is, or will be as of the Closing, a party, the enforcement against the Buyer of its obligations thereunder or the prevent or materially delay consummation of the transactions contemplated by the Transaction Documents, except for such Consent ; or (z) as may be required solely as a result of the failure business activities of which the Seller or its Affiliates (other than the business activities of the Company prior to obtain would not result in a Buyer Material Adverse Effectthe Closing).

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has execution, delivery and performance by the requisite corporate power Company of this Agreement and authority to enter into and deliver each other Transaction Document to which it is a party, and to carry out the other transactions contemplated by hereby and thereby, are within its corporate or other power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyapplicable Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Company is or will be a party areparty, or when executed and delivered by the parties thereto, to RW will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution Company and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Company of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerCompany (B) any Governmental Requirement applicable to the Company, or (C) any agreement that is Material to the Company, (ii) except for any Law applicable Indebtedness due to Republic National Bank that is disclosed in the Buyer Closing Balance Sheet, result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of the Company or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require the Company to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any material agreement Person the right to obtain, any Lien upon any property or assets of the BuyerCompany (or upon revenues, except for such violations, breaches income or defaults under clauses profits of the Company therefrom) or (iiiv) and (iii) that would not result in a Buyer the revocation, cancellation, suspension or Material Adverse Effectmodification, individually or in the aggregate, of any Governmental Approval possessed by the Company at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted. (d) No Law requires Except as may be required by the Buyer HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental Authority, in connection with Authority are required to be made for the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against it of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effect. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer Company of the Transaction Documents to which it is a party, the enforcement against the Buyer Company of its obligations thereunder or the consummation effectuation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) The Buyer has the requisite corporate power execution, delivery and authority to enter into performance by Apple of this Agreement and deliver each other Transaction Document to which it is a party, and to carry out the effectuation of the Merger and the other transactions contemplated by hereby and thereby, are within its corporate power under its Charter Documents and the Transaction Documents. The execution and delivery by the Buyer of the Transaction Documents to which it is a party, the performance by the Buyer applicable Governmental Requirements of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms Organization State and the consummation of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate or other organizational action by proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the Buyer, and no other corporate or other organizational proceedings on the part applicable Governmental Requirements of the Buyer are necessary to authorize the Transaction Documents to which the Buyer is or will be a partyits Organization State. (b) This Agreement has been, and each of the other Transaction Documents to which the Buyer Apple is or will be a party areparty, or when executed and delivered by to the other parties theretothereto (or, in the case of the Certificates of Merger, the applicable Governmental Authorities), will behave been, duly executed and delivered by the Buyer and, assuming the due authorization, execution it and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, constitutesis, or upon execution when so executed and delivered will constitutebe, the Buyer’s its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution execution, delivery and delivery performance in accordance with their respective terms by the Buyer Apple of the Transaction Documents to which it is a party, the performance by the Buyer of its obligations under each Transaction Document to which the Buyer is a party in accordance with their respective terms have not and the consummation of the transactions contemplated by the Transaction Documents will not (i) violate, breach or constitute a default under (iA) the Organizational Charter Documents of the BuyerApple, (B) any Governmental Requirement applicable to Apple or (C) any Material Agreement of Apple, (ii) result in the acceleration or mandatory prepayment of any Law applicable Indebtedness, or any Guaranty not constituting Indebtedness, of Apple or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to the Buyer require Apple to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) any material agreement of the Buyer, except for such violations, breaches cause or defaults under clauses (ii) and (iii) that would not result in a Buyer Material Adverse Effectthe imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of Apple (or upon any revenues, income or profits of either Apple therefrom) or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by Apple at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Professional Code. (d) No Law requires Except for (i) the Buyer filing of the Certificates of Merger with the applicable Governmental Authorities, (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to obtain any Permitbe obtained, and no reports or make any filings, including any report notices to or notice, filings with any Governmental AuthorityAuthority are required to be made, in connection with by Apple for the execution, delivery or performance by the Buyer Apple of the Transaction Documents to which it is a party, the enforcement against it Apple of its obligations thereunder or the consummation effectuation of the Merger and the other transactions contemplated by the Transaction Documents, except that no representation or warranty is made with respect to Antitrust Laws and except for such Permits the failure of which to obtain would not result in a Buyer Material Adverse Effectthereby. (e) No agreement or arrangement to which the Buyer is a party or is bound or to which any of its assets is subject, requires the Buyer to obtain any Consent from any Person other than a Governmental Authority in connection with the execution, delivery or performance by the Buyer of the Transaction Documents to which it is a party, the enforcement against the Buyer of its obligations thereunder or the consummation of the transactions contemplated by the Transaction Documents, except for such Consent the failure of which to obtain would not result in a Buyer Material Adverse Effect.