Common use of Authorization; No Breach; Valid and Binding Agreement Clause in Contracts

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of Purchaser the Stockholders or Merger Sub the Company are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on Schedule 3.02 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions does not and will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) any provision of the provisions Acquired Companies’ certificate of Purchaser’s or Merger Sub’s incorporation, certificate of formation, certificate of incorporationbylaws, limited liability company agreement, bylaws agreement or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its SubsidiariesAcquired Company; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any (i) Material Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or (ii) any Permit affecting the properties, assets or business of Purchaser or Merger Subthe Acquired Companies; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Subany of the Acquired Companies, in each case, other than except with respect to clauses (a)(ia)(ii), except (b)(ii) and (c) above, to the extent such conflict, default, breach, violation, breach acceleration, termination, modification, cancellation or Lien would not be materialmaterial to the Acquired Companies taken as a whole. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation obligations of Purchaser and Merger Sub, constitute valid and binding obligations of the Company, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law). No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Acquired Companies in connection with the execution, delivery and performance of this Agreement and the Transactions, except for (x) the filing of the Certificate of Merger with the Secretary of State of Delaware and (y) such consents, approvals, Permits, Governmental Orders, declarations or filings with or notices to, any Governmental Authority, the absence of which would not individually or in the aggregate be material to the Acquired Companies. All corporate actions taken by the Company in connection with this Agreement will be duly authorized on or prior to the Closing.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Other Agreements to which it is (or at Closing will be) a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subcompany action, and no other company proceedings on the Company’s part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Other Agreements. The Except as set forth on Schedule 3.03, the execution, delivery and performance of this Agreement or the Other Agreements by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any Consent by or Filing with any Governmental Entity or other Person under, (i) the provisions of the Organizational Documents of the Company or its Subsidiaries, (ii) any material Contract to which the Company or any of its Subsidiaries is bound or (iii) any Law to which such Trilogy Party or any of its Subsidiaries is subject, except, in each casethe case of clauses (ii) or (iii) above, such conflicts, breaches, defaults, violations or Liens (other than with respect to (a)(iPermitted Liens), except or any failure to the extent obtain such conflict, default, violation, breach required Consents or Lien make such required Filings as would not have a Company Material Adverse Effect (provided, however, that any Consents required under any Leases shall be materialrequired to be set forth on Schedule 3.03 even if the failure to obtain such Consents would not have a Company Material Adverse Effect). This Agreement has been duly executed and delivered by Purchaser each Trilogy Party, and Merger Sub andthe Other Agreements to which the Company is a party have been, or will be at the Closing, duly executed and delivered by each such Trilogy Party, and this Agreement constitutes, and the Other Agreements will constitute, assuming that this Agreement is a and the Other Agreements will constitute valid and binding obligation obligations of the other parties hereto and thereto, and valid and binding obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, each enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies respective terms (regardless of whether considered in a proceeding in equity or at lawsubject to applicable Enforceability Limitations).

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Purchaser of this Agreement by Purchaser and Merger Sub the Other Agreements, to which it is (or at Closing will be) a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other company proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Other Agreements. The Except as set forth on Schedule 5.02, assuming the accuracy of the representations and warranties set forth in Section 3.03 and 4.01, the execution, delivery and performance of this Agreement or the Other Agreements by the Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, result in the creation of any Lien upon any assets of the Purchaser under, or require any Consent by or Filing with any Governmental Entity under, (i) the provisions of the Purchaser’s or Merger Sub’s certificate of formationOrganizational Documents, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any material Contract to which the Purchaser or Merger Sub is a party or by which either of them is bound or (iii) any Law to which any of their properties and assets are subject or any Permit affecting the propertiesPurchaser is subject, assets or business of Purchaser or Merger Sub; or (c) result except, in the creation case of clauses (ii) and (iii) above, such conflicts, breaches, defaults, violations, Liens, Consents or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien Filings as would not be materialhave a Purchaser Material Adverse Effect. This Agreement has been duly executed and delivered by the Purchaser and Merger Sub andthe Other Agreements to which the Purchaser is a party have been, or will be at the Closing, duly executed and delivered by the Purchaser, and assuming that this Agreement is a and the Other Agreements will constitute valid and binding obligation obligations of the Companyother parties hereto and thereto, and is duly executed by such other parties, this Agreement constitutes a and the Other Agreements will constitute valid and binding obligation obligations of Purchaser and Merger Subthe Purchaser, each enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies respective terms (regardless of whether considered in a proceeding in equity or at lawsubject to applicable Enforceability Limitations).

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite individual, corporate or organizational action on the part of Purchaser and Merger Subcompany action, as applicable, and no other proceedings on the their part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on Schedule 4.03, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s conflict with or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default underunder (or give to others any right of termination, amendment, acceleration or cancellation), result in the acceleration a violation of, result in triggering of any payments or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Sub, in each case, other than with respect to any of its Subsidiaries under the provisions of (a)(iA) such Seller’s (as applicable), except the Company’s, or any of its Subsidiaries’ certificates of incorporation, certificate of formation, operating agreement or bylaws (or similar constituent documents) or (B) any Company Contract, (ii) require any authorization, consent, approval, exemption or other action or notice under such provisions of such Seller’s (as applicable), the Company’s, or any of its Subsidiaries’ certificates of incorporation, certificate of formation, operating agreement or bylaws (or similar constituent documents), any Company Contract, or any agreement or arrangement of such Seller, or (iii) conflict with or violate any Laws to which such Seller, the extent Company, or any of its Subsidiaries are subject or by which any property or asset of such conflictSeller, default, violation, breach the Company or Lien would not be materialany of its Subsidiaries is bound. This Agreement has been duly executed and delivered by Purchaser such Seller and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Sub, each of such Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (i) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and (ii) the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been been, duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Ancillary Agreements to which it is a party. The Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) conflict with, constitute a default under, violate or result in a breach of or violation ofconstitute a default under any Law or authorization of a Governmental Entity, in any material respect, applicable to the Company and its Subsidiaries, (ib) violate the provisions of Purchaserthe Company’s or Merger Sub’s certificate its Subsidiaries’ certificates or articles of formation, certificate of incorporation, limited liability company agreement, formation or incorporation or bylaws (or other similar organizational documents), or (iic) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or any material breach of, constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or create in the lapse of time or both) of any party material right or obligation of the right to accelerate, terminate, modify Company or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject its Subsidiaries under, or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subits Subsidiaries under, in each case, other than with respect to (a)(i), except to any agreement or instrument set forth on the extent such conflict, default, violation, breach or Lien would not be materialContracts Schedule. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Company, constitutes Purchaser and that each Ancillary Agreement to which the Company is a party will be a valid and binding obligation of Purchaser the Purchaser, this Agreement constitutes, and Merger Subeach Ancillary Agreement to which the Company is a party will constitute, a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser each of the Seller and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Each of the Seller and the Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. Except (i) as set forth on Schedule 3.03 or (ii) where the failure of any of the following to be true would not be material to the Business, the execution, delivery and performance of this Agreement by Purchaser the Seller and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (awith or without due notice or lapse of time or both) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, give rise to any right of termination, cancellation or acceleration under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to any court or other Governmental Authority under, the provisions of (a)(ix) the Seller’s, the Company’s or any of its Subsidiaries’ operating agreement, certificate or articles of incorporation or bylaws (or equivalent organizational documents), except (y) any contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which the extent such conflictSeller, defaultthe Company or any of its Subsidiaries is bound, violationor (z) any Law to which the Seller, breach the Company or Lien would not be materialany of its Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser the Company and Merger Subthe Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Other Agreements to which such Seller is (or at Closing will be) party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite corporate company or organizational action on the part of Purchaser and Merger Subother action, and no other company proceedings or other actions on such Seller’s part (including, in the part case of Purchaser or Merger Sub any Seller that is an individual, spousal consents) are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Other Agreements. The Except as set forth on Schedule 4.01 or where the failure of any of clauses (ii) and (iii) below to be true would not, individually or in the aggregate, have a Company Material Adverse Effect or otherwise adversely affect the ability of such Seller to perform under this Agreement or consummate the transactions contemplated hereby, the execution, delivery and performance of this Agreement and the Other Agreements by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties of the Equity Interests owned by such Seller under, or assets require any Consent by or Filing with any Governmental Entity or any other Person under, (i) the provisions of Purchaser or Merger Sub, in each case, other than with respect to such Seller’s Organizational Documents (a)(iif applicable), except (ii) any indenture, mortgage, lease, loan agreement or other agreement or Contract to the extent which such conflictSeller is bound, default, violation, breach or Lien would not be material(iii) any Law to which such Seller is subject. This Agreement has been and the Other Agreements have been, or will be at the Closing, duly executed and delivered by Purchaser such Seller and Merger Sub and, assuming that this Agreement is a and the Other Agreements are or will be valid and binding obligation obligations of the Companyother parties hereto, constitutes a this Agreement and the Other Agreements constitute valid and binding obligation obligations of Purchaser and Merger Subsuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies their respective terms (regardless of whether considered in a proceeding in equity or at lawsubject to applicable Enforceability Limitations).

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub any Related Agreement to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require such Related Agreement, other than, with respect to the consentMerger, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract Stockholder Approval. This Agreement and each Related Agreement to which Purchaser or Merger Sub the Company is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has have been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is or such Related Agreement, as applicable, has been duly and validly authorized, executed and delivered by the other parties hereto or thereto, this Agreement and each such Related Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as set forth on the attached Authorization Schedule or the Antitrust Conditions Schedule and except for the applicable requirements of whether considered the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), the execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party does not and the consummation of the transactions contemplated hereby or thereby will not (i) conflict with or violate any Company Organizational Document, (ii) conflict with or violate the certificate of formation, certificate of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents of any Subsidiary of the Company, each as currently in effect (collectively, the “Subsidiary Organizational Documents”), (iii) conflict with or result in any breach of, constitute a proceeding default (or an event that with notice or lapse of time or both would constitute a default) under, require the consent or approval of any Person under, result in equity the termination of or at lawa right of termination or cancellation under, result in or require any payment, result in the loss of any benefit, the granting of a license to another person or the acceleration of the performance required by, any Material Contract, material Leased Real Property lease or material insurance policy maintained by the Company or any of its Subsidiaries, (iv) result in the creation of any Lien upon any assets of the Company or its Subsidiaries, (v) require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or other Governmental Entity, (vi) conflict with or violate any Law to which the Company or any of its Subsidiaries is subject, except in the cases of clauses (ii)., (iii), (iv), (v) and (vi) as 18 would not reasonably be expected to be, individually or in the aggregate, material to the Company. (c) This Agreement and the Merger have been unanimously approved by the board of directors of the Company. The Stockholder Approval, when executed and delivered, will satisfy all requirements for consents, votes or approvals by the holders of any classes or series of capital stock of the Company necessary to approve and adopt, and consummate, this Agreement, the Related Agreements to which the Company is or will be a party, the Merger and the other transactions contemplated hereby or thereby, in each case in accordance with the Company Organizational Documents and applicable Law. 4.04

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to enter into and deliver and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subactions, and no other proceedings corporate actions on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or and performance of this Agreement. The (b) Except as set forth on Schedule 3.04(b), and except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (ii) compliance with and filings under the HSR Act, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Contemplated Transactions will and thereby do not and shall not (aA) violate, conflict with, result in any breach of, or constitute a default under, result in a breach or violation of, (i) under any of the provisions of Purchaser’s or Merger Sub’s certificate of formationthe Group Company Charter Documents, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (bB) require the consent, notice any consent or other action by any Person underthat is a party to a Material Contract, conflict withconstitute a breach or default, result in a violation or breach ofevent that, with or without notice, lapse of time, or both, would constitute a default under, result in or give rise to any right of termination, cancellation, acceleration or other change of any right or obligation of any of the acceleration Group Companies or to a loss of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or benefit to which any of their properties and assets are subject the Group Companies is entitled under any provision of such Material Contract binding upon any of the Group Companies or any Permit affecting the of their respective properties, assets or business of Purchaser or Merger Sub; governmental authorizations or (cC) result in violate any Law to which any of the creation or imposition Group Companies is subject, except where the failure of any Lien of the representations and warranties contained in clause (other than Permitted LiensB) upon any properties or assets of Purchaser (C) above to be true would not have a Material Adverse Effect. Except as may be required by the DGCL and the HSR Act or Merger Sub, in each case, other than with respect to (a)(ias disclosed on Schedule 3.04(b), except neither the Company nor any other Group Company is required to give notice to, make any filing with, or obtain any consent from any Person at any time prior to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed execution and delivered by Purchaser and Merger Sub and, assuming that delivery of this Agreement is a valid or Closing in connection with the execution and binding obligation delivery of this Agreement, or the consummation by the Company of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).Merger. 11

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite limited liabiltiy company action, in each case by the Company and no other act or proceeding (corporate or organizational action otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the Unitholder Approval and the filing of the Final Certificate of Merger. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby (including the Mergers), (i) do not and will not (a) conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser Company's or any of its Subsidiaries; ' certificate or articles of incorporation or formation, bylaws or operating agreements (bor equivalent organizational documents), (ii) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority (other than as shown on Schedule 2.02(d)) or give rise to a right to termination, cancellation or rescission under, any Contract to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of this clause (a)(ib), except where the failure of any of the foregoing to the extent such conflict, default, violation, breach or Lien be true would not reasonably be materialexpected to result in the Company or any of its Subsidiaries being required to make any material payment, forego any material right or benefit or incur a material liability or obligation. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the other counterparties hereto and thereto, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement and each Transaction Document to which the Company is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on the Authorization Schedule and except for the applicable requirements of the (a) Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (b) the applicable requirements of the Exchange Act and the rules of FINRA (including, for the avoidance of doubt, consent of FINRA to the change of control of the Company Broker‑Dealers pursuant to NASD Rule 1017), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, (i) the provisions of the Company’s certificate of formation or its LLC Agreement or any of the Company’s Subsidiaries’ certificates of formation or equivalent governing documents, as applicable, (ii) any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or (iii) any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each casethe case of clause (ii) above, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien as would not be have an adverse effect that is material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Seller is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite limited liability company action, and no other act or proceeding (corporate or organizational action otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Seller is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Seller has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. The Seller’s execution, delivery and performance of this Agreement by Purchaser and Merger Sub each of the other agreements and instruments contemplated hereby to which the Seller is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, will not breach or violate in any material respect (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, formation or limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consentany applicable Law, notice or other action by rule or regulation, or order, writ, injunction or decree, of any Person underGovernmental Authority, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result any agreement or instrument, or any license, franchise or permit, except in the creation or imposition cases of any Lien clauses (other than Permitted Liensb) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to and (a)(ic), except to the extent where such conflict, default, violation, breach or Lien violation would not be materialmaterially and adversely affect the Seller’s ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. This Agreement and each of the other agreements and instruments contemplated hereby to which the Seller is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Seller and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser and the Company, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger SubSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict withwith the Company Charter Documents. Except as set forth on Schedule 4.03 hereto, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in any material breach of, constitute a material default under, result in a breach or material violation of, (i) result in the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision creation of any Law or Governmental Order applicable to Purchaser Lien upon any material assets of the Company or any of its Subsidiaries; (b) Subsidiaries under, or require the any authorization, consent, notice approval, exemption or other action by or notice to any Person, any court or other governmental body, under the provisions of any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. Except for amounts included in the Transaction Expenses paid in accordance with Section 1.04(d), there are no agreements to which the Company or any of its Subsidiaries is bound pursuant to which change of control, success, retention or similar bonus is payable to any employee or other service provider of the Company or its Subsidiary or any Person under, conflict with, result in a violation or breach of, constitute a default under, result in based on the acceleration consummation of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or transactions contemplated by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialthis Agreement. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which XXXX is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sublimited liability company action, and no other proceedings act or proceeding (corporate or otherwise) on the its part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the unitholder consents and the filing of the Certificates of Merger as required by the DLLCA and OLLCA. The execution, delivery and performance by XXXX of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which it is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby: (a) do not and will not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation of the provisions of its certificate of formation or operating agreement, (b) do not and will not conflict with or result in any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties of its assets, or assets of Purchaser require any authorization, consent, approval, exemption or Merger Subother action by or notice to any court or other Governmental Authority under, in each caseany contract to which it is bound, other than with respect or any law, statute, rule or regulation or order, judgment or decree to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialwhich it is subject. This Agreement and each of the other agreements and instruments contemplated hereby to which it is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub it and, assuming that this Agreement is a and each of these other agreements and instruments has been duly executed, authorized and delivered by the other parties hereto, this Agreement and each of these other agreements and instruments constitutes its valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Subobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Merger) have been duly and validly authorized by all requisite corporate action, in each case by the Company, and no other act or organizational action proceeding (corporate or otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Merger), other than the Stockholder Consent and the filing of the Articles of Merger as required by the Nevada Act. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby (including the Merger), (a) do not and will not conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaserthe Company’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; ’ certificate or articles of incorporation or bylaws (or equivalent organizational documents), (b) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority under, any Contract to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of this clause (a)(ib), except where the failure of any of the foregoing to the extent such conflict, default, violation, breach or Lien be true would not reasonably be materialexpected to result in the Company or any of its Subsidiaries being required to make any material payment, forego any material right or benefit or incur a material liability or obligation. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser, Merger Sub 1 and Merger Sub 2, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sublimited liability company action, and no other proceedings act or proceeding (corporate or otherwise) on the its part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the unitholder consents and the filing of the Certificates of Merger as required by the DLLCA and OLLCA. The execution, delivery and performance by a Merging Entity of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which it is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby: (a) do not and will not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation of the provisions of its certificate or articles of incorporation or formation, bylaws or operating agreements (or equivalent organizational documents), (b) do not and will not conflict with or result in any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties of its assets, or assets of Purchaser require any authorization, consent, approval, exemption or Merger Subother action by or notice to any court or other Governmental Authority under, in each caseany contract to which it is bound, other than with respect or any law, statute, rule or regulation or order, judgment or decree to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialwhich it is subject. This Agreement and each of the other agreements and instruments contemplated hereby to which it is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub it and, assuming that this Agreement is a and each of these other agreements and instruments has been duly executed, authorized and delivered by the other parties hereto, this Agreement and each of these other agreements and instruments constitutes its valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Subobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by Company has all requisite corporate or organizational action on the part of Purchaser power and Merger Subauthority to execute and deliver, and no other proceedings on perform its obligations under, this Agreement and the part of Purchaser or Merger Sub are necessary Ancillary Agreements to authorize which the execution, delivery or performance of this AgreementCompany is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize or approve the execution, delivery or performance of this Agreement or the Ancillary Agreements to which the Company is a party or the consummation of the transactions contemplated hereby or thereby. Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not not, (ai) conflict with, constitute a default under, violate or result in a breach of or violation ofconstitute a default under any Law, (i) the provisions Order or authorization of Purchaser’s or Merger Sub’s certificate of formationa Governmental Entity, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser the Company or any of its Subsidiaries; , (bii) require conflict with or violate the consentprovisions of the Company Certificate of Incorporation, notice Company Bylaws, or other action by any Person underof the Company’s Subsidiaries’ Organizational Documents, conflict with, or (iii) result in a violation or any breach of, constitute a default underunder (or event which with the giving of notice or lapse of time, or both, would become a default), trigger any payments pursuant to, or result in the termination, cancellation, loss, modification or acceleration (whether after the filing of notice or create in the lapse of time or both) of any party right or obligation of the right to accelerate, terminate, modify Company or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject its Subsidiaries under, or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, any Registration or Contract set forth on the Contracts Schedule, that would adversely affect the business of the Company or any of its Subsidiaries in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialany material respect. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, constitutes this Agreement and the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement and such Ancillary Agreements by the other parties hereto and thereto, constitute legally valid and binding obligation obligations of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar applicable Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the Merger Sub and the consummation by the Purchaser and the Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of the Purchaser or and the Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the Merger Sub and the consummation by the Purchaser and the Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of the Purchaser and the Merger Sub under, the provisions of the Purchaser’s and the Merger Sub’s certificates or articles of incorporation or bylaws (or equivalent organizational documents), any material contract to which the Purchaser or the Merger SubSub is party, in each case, other than with respect or any Law to (a)(i)which the Purchaser or the Merger Sub is subject, except to the extent such conflict, default, violation, breach or Lien as would not be materialhave a material adverse effect on the Purchaser or the Merger Sub or their ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and the Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of the Purchaser and the Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).remedies. 5.03

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate action, and no other act or organizational action proceeding (corporate or otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby, (a) do not and will not conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser Company's or any of its Subsidiaries; ' certificate or articles of incorporation or organization or bylaws or operating agreement (or any equivalent organizational documents), (b) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in a violation of, result in the acceleration creation of any Lien upon any assets of the Company or create in any party the right of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to accelerateany court or other Governmental Authority under, terminate, modify or cancel any Contract to which Purchaser the Company or Merger Sub any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in the case of this clause (b), where the failure of any of the foregoing to be true would not reasonably be expected to be, individually or in the aggregate, material to the Business. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the propertiesdate hereof, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser and the Sellers, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each of the Transaction Documents required hereby to be executed and delivered by Purchaser and Merger Sub Sunniva and the consummation by Purchaser and Merger Sub Sunniva of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of Purchaser or Merger Sub Sunniva are necessary to authorize the execution, delivery or performance of this AgreementAgreement and each of the Transaction Documents required hereby to be executed and delivered by Sunniva and the consummation by Sunniva of the transactions contemplated herein or therein. The execution, delivery and performance of this Agreement and the Transaction Documents by Purchaser and Merger Sub Sunniva and the consummation by Purchaser and Merger Sub Sunniva of the Transactions transactions contemplated hereby and thereby do not and will not (a) violate any provision of Sunniva’s organizational or governing documents, (b) conflict with, constitute a material default under, result in a material breach or violation of, (i) require any consent under, any Contract to which the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, Sunniva is a party or (iic) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach ofof any provision of any Law applicable to the Sunniva, constitute a default under, result except in the acceleration cases of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties clauses (b) and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to where the extent such conflict, default, violation, breach or Lien violation would not be materialhave a material adverse effect on the Sunniva’s ability to consummate the transactions contemplated hereby. This Agreement and each of the Transaction Documents required hereby to be executed and delivered by Sunniva has been duly executed and delivered by Purchaser and Merger Sub Sunniva and, assuming that this Agreement is a and each of the Transaction Documents required hereby to be executed and delivered are valid and binding obligation obligations of the Companyother parties hereto, constitutes a constitute valid and binding obligation obligations of Purchaser and Merger SubSunniva, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings act or proceeding (corporate or otherwise) on the its part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), the filing of the Certificates of Merger as required by the DLLCA and OLLCA. The execution, delivery and performance by it of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which each is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby (including the Mergers): (a) do not and will not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation of the provisions of its certificate or articles of incorporation or formation, bylaws or operating agreements (or equivalent organizational documents), (b) do not and will not conflict with or result in any breach of, constitute a default under, result in a violation of, result in the acceleration creation of any Lien upon any of its assets, or create in require any party the right authorization, consent, approval, exemption or other action by or notice to accelerateany court or other Governmental Authority under, terminate, modify or cancel any Contract to which Purchaser it is bound, or Merger Sub any law, statute, rule or regulation or order, judgment or decree to which it is subject. This Agreement and each of the other agreements and instruments contemplated hereby to which it is a party and that is required by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the propertiesdate hereof, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub it and, assuming that this Agreement is a and each of these other agreements and instruments has been duly executed, authorized and delivered by the other parties hereto, this Agreement and each of these other agreements and instruments constitutes its valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Subobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The executionCompany has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Transaction Agreements to which it is or will be a party and, delivery and performance subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Purchaser the affirmative vote or consent of the holders of a majority of the outstanding shares of Capital Stock (the “Requisite Company Vote”), to consummate the transactions contemplated by this Agreement and Merger Sub such other Transaction Agreements. The execution and delivery of this Agreement by the Company and the Transaction Agreements to which it is or will be a party and the consummation by Purchaser and Merger Sub the Company of the Transactions have transactions contemplated hereby and thereby has been duly and validly authorized by all requisite necessary corporate or organizational action on the part of Purchaser and Merger Sub, the Company and no other corporate action or proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize the execution, execution and delivery or performance of this Agreement, any Transaction Agreement or to consummate the Merger and the other transactions contemplated hereby or thereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The executionRequisite Company Vote is the only vote or consent of the holders of any class or series of the Capital Stock necessary to approve and adopt this Agreement, delivery approve the Merger, and performance of this Agreement by Purchaser and consummate the Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser transactions contemplated hereby or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)Transaction Agreement.

Authorization; No Breach; Valid and Binding Agreement. The Except as set forth in Section 5.03 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser the Seller and Merger Sub Seller’s Choice and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth in Section 5.03 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Seller and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser Seller or Merger SubSeller’s Choice under, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to any court or other foreign, federal, state or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government (a)(i)“Governmental Authority”) under, except the provisions of Seller’s Choice’s articles of incorporation, articles of organization, bylaws (or equivalent organizational documents) or any Material Contracts, or any Law, statute, rule or regulation or order, judgment or decree to the extent such conflict, default, violation, breach or Lien would not be materialwhich Seller’s Choice is subject. This Agreement has been duly executed and delivered by Purchaser the Seller and Merger Sub Seller’s Choice and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser the Seller and Merger SubSeller’s Choice, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, other similar Laws laws or regulations affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Seller of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Seller is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action, and no other corporate act or organizational action proceeding on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Seller is necessary to authorize the execution, delivery or performance of this AgreementAgreement and the other agreements contemplated hereby to which the Seller is a party or the consummation of the transactions contemplated hereby or thereby. The Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.07 or on Schedule 4.07, the Seller’s execution, delivery and performance of this Agreement by Purchaser and Merger Sub each of the other agreements and instruments contemplated hereby to which the Seller is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, will not breach or violate (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of PurchaserSeller’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (iib) the provision of any applicable Law or Governmental Order applicable to Purchaser the Seller, or any of its Subsidiaries; (bc) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser the Seller is bound, except in the cases of clauses (b) and (c), where such breach or Merger Sub violation would not materially and adversely affect the Seller’s ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. This Agreement and each of the other agreements and instruments contemplated hereby to which the Seller is a party and that is required by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has date hereof have been duly executed and delivered by Purchaser and Merger Sub the Seller and, assuming that this Agreement is a and such other agreements and instruments have been duly executed, authorized and delivered by the other parties thereto, this Agreement and each of such other agreements and instruments constitute valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger SubSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on Schedule 4.03 and except for the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) conflict with, constitute a default under, result in a breach or violation ofviolate any Law applicable to the Company and its Subsidiaries, (ib) violate the provisions of Purchaserthe Company’s or Merger Sub’s certificate its Subsidiaries’ certificates or articles of formation, certificate of incorporation, limited liability company agreement, formation or incorporation or bylaws (or other similar organizational documents), or (iic) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default underunder (with or without notice or lapse of time or both), result in the violate, or give rise to any right of termination, cancellation, amendment or acceleration under any terms, conditions or provisions of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser the Company or Merger Sub its Subsidiaries is a party or by which either party, except, in the case of them is bound or clause (a) above, for any such violations that would not reasonably be expected to which any be material to the Company and its Subsidiaries, taken as a whole, and in the case of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or clause (c) result in the creation above, for any such violations, termination, cancellation, amendment or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect acceleration that would not reasonably be expected to (a)(i), except be material to the extent such conflictCompany and its Subsidiaries, default, violation, breach or Lien would not be materialtaken as a whole. This Agreement has been duly executed and delivered by Purchaser the Company, and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless remedies. Except for the applicable requirements of whether considered the HSR Act or as set forth on Schedule 4.03, the Company is not required to submit any notice, report or other filing with any Governmental Entity or GSSMME in a proceeding connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby. Except as set forth on Schedule 4.03, no consent, approval or authorization of any Governmental Entity or GSSMME or any other party or Person is required to be obtained by the Company in equity connection with its execution, delivery and performance of this Agreement or at law)the consummation of the transactions contemplated hereby.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on limited liability company action, including the part Unitholder Consent (which has been delivered to the Purchaser concurrently with the execution of Purchaser and Merger Subthis Agreement), and no other limited liability company proceedings on the Company’s or Unitholders’ part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby. The Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default (or event that, with notice or lapse of time or both, would constitute a default) under, result in a breach or violation of, (i) the provisions give rise to any right of Purchaser’s termination, cancellation, acceleration or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision alteration of any Law right or Governmental Order applicable to Purchaser obligation or a loss or alteration of any benefit of the Company or any of its Subsidiaries; (b) require the consent, notice or other action by any Person Subsidiaries under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, (i) the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), (ii) any applicable Law or (iii) any Material Contract or material Real Property Lease to which the Company or any of its Subsidiaries is a party, except, in each case, other than with respect to the case of clauses (a)(iii) and (iii), except as would not reasonably be expected, individually or in the aggregate, to be material to the extent such conflict, default, violation, breach or Lien would not be materialCompany and its Subsidiaries taken as a whole. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser and the Merger Sub, constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The If such Seller is a corporation, limited liability company, partnership or other entity, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which such Seller is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action, and no other act or proceeding (corporate or organizational action otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are such Seller is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Such Seller has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its, his or her obligations hereunder. Such Seller's execution, delivery and performance of this Agreement by Purchaser and Merger Sub each of the other agreements and instruments contemplated hereby to which such Seller is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, will not breach or violate (a) conflict with, constitute if such Seller is a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporationcorporation, limited liability company agreementcompany, bylaws partnership or other entity, such Seller's organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consentany applicable Law, notice or other action by rule or regulation, or order, writ, injunction or decree, of any Person underGovernmental Authority applicable to such Seller, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result any Contract or Permit to which such Seller is bound, except in the creation or imposition cases of any Lien clauses (other than Permitted Liensb) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to and (a)(ic), except to the extent where such conflict, default, violation, breach or Lien violation would not be materialmaterially and adversely affect such Seller's ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. This Agreement and each of the other agreements and instruments contemplated hereby to which such Seller is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub such Seller and, assuming that this Agreement is a valid and binding obligation each of these other agreements and instruments has been duly executed, authorized and delivered by the CompanyPurchaser, the Company and Parent, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of Purchaser and Merger Subsuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all requisite corporate actions required by Company's board of directors and its shareholders and do not conflict with or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) lien, security interest, charge or encumbrance upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to (a)(i)any court or other governmental body, except under the provisions of the Company's or any of its Subsidiary's certificate or articles of incorporation or bylaws or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the extent such conflictCompany or any of its Subsidiaries is bound, defaultor any law, violationstatute, breach rule or Lien would not be materialregulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyBuyer, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability . The Permits Notification Schedule sets forth each of the Permits listed on the Regulatory Permits Schedule which will or may be limited require notification and/or approval by bankruptcy Laws, other similar Laws affecting creditors’ rights a governmental authority for its continued use in connection with the business of the Company and general principles the Subsidiaries after the consummation of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)transactions contemplated hereby.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate action (including approval by the Seller in its capacity as sole stockholder of the Company), and no other act or organizational action proceeding (corporate or otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby, (a) do not and will not conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaserthe Company’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; ’ certificate or articles of incorporation or bylaws (or equivalent organizational documents), (b) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority under, any Contract, license, permit, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of this clause (a)(ib), except where the failure of any of the foregoing to be true would not reasonably be expected to be, individually or in the aggregate, material to the extent such conflict, default, violation, breach or Lien would not be materialBusiness. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser and the Seller, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Except for requisite stockholder approval, this Agreement has been duly authorized, executed and delivered by the Company. Except (i) as set forth on the attached Authorization Schedule and (ii) for (A) the applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and (B) the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, anx xxx xxxxx xxx xegulations thereunder (the "HSR Act"), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (ax) conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity, under (i1) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser Company's or any of its Subsidiaries; ' certificate or articles of incorporation or bylaws, (b2) require the consentany material indenture, notice mortgage, lease, loan agreement or other action by any Person under, conflict with, result in a violation material agreement or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract instrument to which Purchaser the Company or Merger Sub any of its Subsidiaries is a party or by which either any of them is bound the Company, or any of its Subsidiaries or their respective assets or properties are bound, or (3) any law, statute, rule or regulation or order, judgment or decree to which the Company or any of their properties and assets are its Subsidiaries is subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (cy) result in the creation or imposition of any material Lien (other than Permitted Liens) upon any material assets or properties of the Company or assets any of Purchaser or Merger Subits Subsidiaries. Assuming the due authorization, in each caseexecution and delivery by Buyer and the other parties hereto, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on limited liability company action, including the part Unitholder Consent (which has been delivered to the Purchaser concurrently with the execution of Purchaser and Merger Subthis Agreement), and no other limited liability company proceedings on the Company’s or Unitholders’ part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby. The Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default (or event that, with notice or lapse of time or both, would constitute a default) under, result in a breach or violation of, (i) the provisions give rise to any right of Purchaser’s termination, cancellation, acceleration or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision alteration of any Law right or Governmental Order applicable to Purchaser obligation or a loss or alteration of any benefit of the Company or any of its Subsidiaries; (b) require the consent, notice or other action by any Person Subsidiaries under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, (i) the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), (ii) any applicable Law or (iii) any Material Contract or material Real Property Lease to which the Company or any of its Subsidiaries is a party, except, in each case, other than with respect to the case of clauses (a)(iii) and (iii), except as would not reasonably be expected, individually or in the aggregate, to be material to the extent such conflict, default, violation, breach or Lien would not be materialCompany and its Subsidiaries taken as a whole. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser and the Merger Sub, constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. 4.04 Membership Interests. 361,481.42 Class A Common Units and 39,879 Class B Common Units are issued and outstanding and are owned of record by the Unitholders in the amounts set forth on the Unitholders Schedule. All of the outstanding Units of the Company have been duly authorized and are validly issued. Except as set forth on the Unitholders 14 Schedule, the Company does not have any other Units, equity interests, or interests containing any equity features authorized, issued or outstanding, and there are no agreements, subscriptions, options, warrants, conversion or exchange rights or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by the Company (regardless collectively, the “ Company Securities”). Except as set forth on the Unitholders Schedule, there are no agreements or other obligations (contingent or otherwise) which require the Company or any Subsidiary of whether considered the Company to repurchase or otherwise acquire any Company Securities. Except for the Holdco LLC Agreement and the Equity Agreements, there are no agreements or understandings in a proceeding in equity effect with respect to the voting or at law).transfer of any Company Securities. 4.05

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser the Company and Merger Sub the Seller and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action other action, and no other corporate or other proceedings or actions on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser Company or Merger Sub the Seller are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser the Company and Merger Sub the Seller does not, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (ai) conflict withwith or result in any material breach of, constitute a material default under, result in a material violation of, or result in the creation of any material Lien upon any material assets of the Seller, the Company or its Subsidiaries under, the provisions of the Seller’s, the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws, (ii) conflict with or result in a violation of any Law or Order to which the Seller, the Company or its Subsidiaries is subject or (iii) result in a violation or breach of (with or without due notice or lapse of time or both), give rise to any right of termination, cancellation, acceleration or similar right under, require the consent of any third party to, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Seller, the Company or Merger Subits Subsidiaries under, in each caseany Contract to which the Seller, other than the Company or any of its Subsidiaries is a party, except solely with respect to clauses (a)(i)ii) and (iii) of this sentence for violations, except breaches, rights, defaults or Liens which would not, individually or in the aggregate, reasonably be expected to be material to the extent such conflict, default, violation, breach Company or Lien would not be materialto prevent or materially delay the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding obligation of Purchaser the Company and Merger Subthe Seller, respectively, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company has the right, full power and authority, as a corporation, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the consummation of the transactions contemplated thereby. The Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) conflict withwith or result in any material breach of, constitute a material default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in a breach or material violation of, (i) result in the provisions creation of Purchaser’s any material Lien upon or Merger Sub’s certificate forfeiture of formationany of the rights or material assets of the Company or its Subsidiaries under, certificate result in a right of incorporationtermination or acceleration under, limited liability company agreement, bylaws require any offer to purchase or prepayment of any Indebtedness or other organizational documentsmaterial liability under, or (ii) the provision of require any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the authorization, consent, notice approval, waiver, exemption or other action by or notice to any Person under, conflict withthe terms, result in a violation conditions or breach ofprovisions of (a) the Company's or its Subsidiaries' certificates or articles of formation or incorporation or similar formation documents or by-laws, constitute a default undermembership agreements, result in the acceleration of partnership agreements or create in similar governing documents, (b) any party the right to acceleratematerial deed, terminateindenture, modify mortgage, lease, sublease, license, sublicense, note, bond, warrant, loan agreement or cancel other document or instrument (including any Contract document or instrument evidencing any Indebtedness) to which Purchaser the Company or Merger Sub its Subsidiaries is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the propertiesbound, assets or business of Purchaser or Merger Sub; or (c) result in any Law to which the creation Company or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialits Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser and Merger Sub, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The executionEach of the Purchaser and the Merger Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which each is a party, to perform its respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Except as set forth on Schedule 5.02 to this Agreement, the execution and delivery and performance of this Agreement and the other Transaction Documents by the Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part consummation of the transactions contemplated hereby and thereby will not: (a) violate any provision of the Organizational Documents of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice conflict with or other action by any Person under, conflict with, result in a any violation of any material applicable Law of any Governmental Entity applicable to the Purchaser, the Merger Sub, or any of their respective properties, rights, or assets; (c) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, result in the acceleration of or create in any party the give rise to a right to accelerate, terminate, modify or cancel terminate any Contract to which material contract of the Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (cd) result in the creation require any consent, approval, authorization or imposition of permit of, or filing with or notification to any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialGovernmental Entity. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Company, this Agreement constitutes a valid and binding obligation of the Purchaser and the Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited subject to the Enforceability Exceptions. The execution, delivery, and performance of this Agreement and the International Brand Rights License, and the consummation of the transactions contemplated hereby and thereby have been disclosed to and duly and validly approved by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles the Board of equity affecting Directors of the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)Purchaser.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the Merger Sub and the consummation by the Purchaser and the Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of the Purchaser or and the Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the Merger Sub and the consummation by the Purchaser and the Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of the Purchaser and the Merger Sub under, the provisions of the Purchaser’s and the Merger Sub’s certificates or articles of incorporation or bylaws (or equivalent organizational documents), any material contract to which the Purchaser or the Merger SubSub is party, in each case, other than with respect or any Law to (a)(i)which the Purchaser or the Merger Sub is subject, except to the extent such conflict, default, violation, breach or Lien as would not be materialhave a material adverse effect on the Purchaser or the Merger Sub or their ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and the Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of the Purchaser and the Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.