Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the Related Agreements to which Buyer is a party and the consummation by Seller has Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller Buyer and by all other necessary corporate action on the part of SellerBuyer. This Agreement constitutes has been duly executed and delivered by Buyer and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute, or will constitute, legally valid and binding obligation obligations of SellerBuyer, enforceable against Seller Buyer in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability and equitable principles relating to or limiting creditors' rights generally. The Except as set forth on Schedule 3.2(b), the execution, delivery and performance by Buyer of this Agreement and the Related Agreements to which it is a party, and the consummation by Seller Buyer of the Stock Purchase Agreement Transactions do not and will not directly or indirectly (ai) contravene, conflict with, violate, violate or constitute a breach or default (whether upon notice, lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any SubsidiaryBuyer, (bii) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the imposition creation of an Encumbrance (other than Permitted Encumbrances) on any Encumbrance against of the properties or assets of Buyer pursuant to any material asset Contract or property owned, licensed Permit to which Buyer is a party or leased by Company which Buyer or any Subsidiaryof its properties or assets is bound or affected, or (ciii) contraveneviolate any Law, conflict with except for any such violations, breaches, defaults and impositions as would not reasonably be expected to prevent or result in a violation delay consummation of any Law or Order to which Company, any Subsidiary the Purchase or any of the assets owned licensed other Stock Purchase Agreement Transactions in any material respect, or leased otherwise prevent Buyer from performing its obligations under this Agreement or any other Related Agreement to which it is a party in any material respect and excluding any filings or Approvals required under the Xxxx-Xxxxx-Xxxxxx Act. Except as set forth on Schedule 3.2(b) and except for any filings or approvals required under the Xxxx-Xxxxx-Xxxxxx Act, the execution, delivery and performance by Buyer of this Agreement and the Related Agreements to which it is a party and the consummation by Buyer of the Stock Purchase Agreement Transactions do not and will not require any Approvals or Permits to be obtained by Buyer except for any such Approvals or Permits the failure of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or which to receive would not in the aggregate, do not aggregate have a material adverse effect on the Business. SCHEDULE 2.9 lists, as ability of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary Buyer to consummate the transactions contemplated by this Stock Purchase Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental EntityTransactions.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller and Company has been duly and validly authorized by the board Board of directors Directors of Seller and Company and by all other necessary corporate action on the part of SellerSeller and Company. This Agreement constitutes and any related agreements constitute the legally valid and binding obligation of SellerSeller and Company, enforceable against Seller each of them in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The execution, delivery and performance of this Agreement by Seller and Company and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and Company will not directly or indirectly (a) contravene, conflict with, violate, violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Sellerany of such entities or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material Contract, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any material Encumbrance against any material asset or properties of Seller (with respect to the Purchased Assets or any asset or property owned, licensed or leased by that Company or any SubsidiaryBuyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or (c) contravene, conflict with or result in a violation of violate any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the BusinessLaw. SCHEDULE 2.9 lists, as of the date hereof, Schedule 2.8 lists all Approvals and Permits required to be obtained by Seller, Seller or Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedAgreement. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery and performance of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or Company will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. Seller has the requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by the board of directors of Seller Trust Managers and by all other necessary corporate action on the part of Seller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Except as set forth in Schedule 3.5, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not directly or indirectly (ai) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation the breach of any Law provisions of, or Order to which Companytrigger any preferential rights under, the Charter Documents or the charter or organizational documents of Subsidiaries or Seller Partnerships, (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Seller Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the assets owned licensed terms or leased by provisions of any Material Contract of them are subjectSeller, except, in each of clauses any Subsidiary or any Seller Partnership or (biv) through (c), for such contraventions, conflicts, impositions violate any Law. Schedule 3.5 lists all Permits and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary Subsidiaries and Seller Partnerships to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedhereby. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not require any material the consent, authorization or approval of filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental EntityEntity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.

Authorization; No Conflicts. (a) The execution, delivery and performance of this Agreement by and the Related Documents to which Seller, the UK Seller has or the Company is a party have been duly and validly authorized by the board Board of directors Directors of Seller, the UK Seller and the Company and by all other necessary corporate action on the part of Seller, the UK Seller and the Company. This Agreement constitutes constitutes, and when executed and delivered in accordance with this Agreement, each Related Document to which Seller, the UK Seller or the Company is a party will constitute, the legally valid and binding obligation of Seller, the UK Seller or the Company, as the case may be, enforceable against Seller, the UK Seller and the Company, as the case may be, in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' ’ rights generallygenerally and by general principles of equity and public policy. The execution, delivery and performance of this Agreement by and each Related Document to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not directly (i) violate the charter documents or indirectly bylaws of the Seller, UK Seller or the Company, or (aii) contraveneassuming receipt of Approvals listed in Section 4.4(a) of the Seller’s Disclosure Schedule, conflict with, violate, violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, or trigger any change of control provision contained in, any Material Contract (other than any Material Customer Contract referred to in Section 4.11(a)(vi)(A) hereof), (iii) assuming receipt of the charter documents Approvals and Permits listed in Section 4.4(b) of the Seller’s Disclosure Schedule, violate any Law or by-laws of Seller, Company Order or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (biv) result in the imposition of any Encumbrance against the Shares, the Subsidiaries Equity Interests or, except as provided in Section 4.4(a) of the Seller’s Disclosure Schedule, the Investments or any material asset or property owned, licensed or leased by Encumbrance against any other assets of the Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subjectSubsidiaries, except, in each the case of the Shares, the Subsidiaries Equity Interests or the Investments, Encumbrances set forth in clauses (biv) through and (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as v) of the date hereofdefinition of Permitted Encumbrances, and in all Approvals and Permits required to be obtained by Sellerother cases, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental EntityPermitted Encumbrances.

Authorization; No Conflicts. The execution, delivery Company has full corporate power and performance of authority to enter into this Agreement by Seller has been duly and validly authorized by the board of directors of Seller Ancillary Documents and by all other necessary corporate action on to consummate the part of Seller. This Agreement constitutes the legally valid transactions contemplated hereby and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallythereby. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse and each Ancillary Document and the consummation of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement hereby and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which thereby have been previously obtainedduly authorized by all necessary corporate action on the part of the Company. Except for This Agreement has been, and on or prior to the Approvals Closing Date each Ancillary Document will be, duly and Permits identified validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery on SCHEDULE 2.9 or prior to the Closing Date each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as requiring that certain actions enforceability may be taken limited by applicable bankruptcy, insolvency, reorganization, moratorium or with respect to a third party or Governmental Entity, the similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the Ancillary Documents, the consummation of the transactions by Seller the Company contemplated hereby and thereby and the compliance by the Company with the provisions hereof and thereof will not require any material filing or registration conflict with, violate or the issuance result in a breach of any material Approval provision of, require a consent, approval or Permit notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any third party Lien upon any of the properties or Governmental Entityassets of the Company under, (i) the articles of incorporation or by-laws of the Company, (ii) any Contractual Obligation of the Company or (iii) assuming that the filings, consents and approvals specified in Schedule 3.01(c) have been obtained, any Requirement of Law applicable to the Company.

Authorization; No Conflicts. The execution, delivery Company has full corporate power and performance of authority to enter into this Agreement by Seller has been duly and validly authorized by the board of directors of Seller Ancillary Documents and by all other necessary corporate action on to consummate the part of Seller. This Agreement constitutes the legally valid transactions contemplated hereby and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallythereby. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse and each Ancillary Document and the consummation of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement hereby and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which thereby have been previously obtainedduly authorized by all necessary corporate action on the part of the Company. Except for This Agreement has been, and on or prior to the Approvals Closing Date each Ancillary Document will be, duly and Permits identified validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery on SCHEDULE 2.9 or prior to the Closing Date each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as requiring that certain actions enforceability may be taken limited by applicable bankruptcy, insolvency, reorganization, moratorium or with respect to a third party or Governmental Entity, the similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the Ancillary Documents, the consummation of the transactions by Seller the Company contemplated hereby and thereby and the compliance by the Company with the provisions hereof and thereof will not require any material filing or registration conflict with, violate or the issuance result in a breach of any material Approval provision of, require a consent, approval or Permit notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any third party Lien upon any of the properties or Governmental Entityassets of the Company under, (i) the certificate of designations or by-laws of the Company, (ii) any Contractual Obligation of the Company or (iii) assuming that the filings, consents and approvals specified in Schedule 3.01(c) have been obtained, any Requirement of Law applicable to the Company.

Authorization; No Conflicts. The execution, delivery and --------------------------- performance of this Agreement by Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE Schedule 2.9 lists, as of the date hereof, all Approvals and Permits ------------ required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-wholly- owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE Schedule 2.9 as requiring that certain ------------ actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller Xxxxx has been duly and validly authorized by the board of directors of Seller Buyer and by all other necessary corporate action on the part of SellerBuyer and its Affiliates. This Agreement constitutes the legally legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller Buyer will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of under, the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any SubsidiaryBuyer, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any SubsidiaryBuyer, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary Buyer or any of the assets owned owned, licensed or leased by any of them Buyer are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, whichviolations which , individually or in the aggregate, do not have a material adverse effect on the BusinessBuyer's ability to perform its obligations under this Agreement. SCHEDULE 2.9 3.2 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller, Company or any Subsidiary Buyer to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rightsAgreement, other than those which have already been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 3.2 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller Buyer will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery Company has full power and performance of --------------------------- authority to enter into this Agreement by Seller has been duly and validly authorized by the board of directors of Seller Ancillary Agreements to which it is a party and by all other necessary corporate action on to consummate the part of Seller. This Agreement constitutes the legally valid transactions contemplated hereby and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallythereby. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision and each of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order Ancillary Agreements to which Company, any Subsidiary or any the Company is a party and the consummation of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company. No other proceedings on the part of the Company or the Predecessor Company are necessary to authorize the execution, delivery and performance of this Agreement and to permit each of the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each of the Ancillary Agreements constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as a wholly-owned subsidiary limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, and limitations on the availability of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedequitable remedies. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entityset forth in Schedule 3.01(c), the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the Reorganization, the consummation of the transactions by Seller the Company contemplated hereby and thereby, including the exercise of any rights hereunder and thereunder, and the compliance by the Company with any of the provisions hereof and thereof will not require conflict with, violate or result in a breach in any material filing or registration withrespect of any provision of, require a consent under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the issuance termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) any provision of the certificate of incorporation, by-laws or other governing instrument of the Company or the certificate of incorporation, by-laws or other governing instrument of any material Approval Subsidiary or Permit by(ii) any agreement, instrument, permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation binding on or otherwise applicable to the Company, the Subsidiaries or their respective properties or assets, including any third party or Governmental Entityagreements to be entered into on the date hereof.

Authorization; No Conflicts. The executionThis Agreement has been, delivery and performance of any related agreements required to be entered into by Seller hereby will be, duly executed and delivered by Seller; and this Agreement by is, and each of the other related agreements to which Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action is a party on the part of Seller. This Agreement constitutes Closing will be, the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. Any agreements related to this Agreement to which a Company Constituent Entity is a party on the Closing will be duly executed and delivered by such Company Constituent Entity, and each such agreement related to this Agreement to which a Company Constituent Entity is a party on the Closing will be, a legal, valid and binding obligation of such Company Constituent Entity, enforceable against such Company Constituent Entity in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement and any related agreements required to be entered into by Seller and the execution, delivery and performance of this Agreement or any related agreements required to be entered into hereby by any Company Constituent Entity will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of (1) the charter documents or by-laws laws, or (2) any Material Contract of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiarysuch entities, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by properties of any Company or any SubsidiaryConstituent Entity, or (c) contravene, conflict with or result violate in a violation of any Law or Order to which Company, material respect any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedLaw. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 3.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery and performance of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or any Company Constituent Entity will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental Entity, except for such filings, registrations, or Permit issuances which, if not made or obtained, would not be material to any Company Constituent Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller the Key TechnoLabs Pvt. Ltd. has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of SellerKey TechnoLabs Pvt. Ltd. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller the Key TechnoLabs Pvt. Ltd. in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller the Key TechnoLabs Pvt. Ltd. will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary the Key TechnoLabs Pvt. Ltd. or any resolution adopted by the managers or board of directors or stockholders of Seller, Company or any Subsidiarythe Key TechnoLabs Pvt. Ltd., (b) result in the imposition of any Encumbrance encumbrance against any material asset or property owned, licensed or leased by Company or any SubsidiaryKey TechnoLabs Pvt. Ltd, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary Key TechnoLabs Pvt. Ltd. or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses Sections (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 Exhibit 8.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary the Key TechnoLabs Pvt. Ltd. to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer Mercor Portfolio, Inc. to operate the Business Key TechnoLabs Pvt. Ltd. without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 Exhibit 8.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entitygovernmental entity, the execution, delivery and performance of this Agreement by Seller the Key TechnoLabs Pvt. Ltd. will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement and any related agreements each constitutes the legally valid and binding obligation of Sellerthe Stockholders, enforceable against Seller the Stockholders in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The execution, delivery and performance of this Agreement by Seller the Stockholders and the execution, delivery and performance of any related agreements or contemplated transactions by the Stockholders or RLI will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the certificate of incorporation or bylaws of RLI or any provision Contract of the charter documents or by-laws of SellerStockholders, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company RLI or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company properties of RLI or any Subsidiary, or (c) contraveneviolate any statute or other law, conflict with rule, regulation, or result in a violation interpretation of any Law Governmental Entity (each a "LAW"). Schedule 2.8 lists all approvals, authorizations, consents, qualifications or Order to which Companyregistrations, or any Subsidiary or waivers of any of the assets owned licensed foregoing, required to be obtained from, or leased by any of them are subjectnotices, exceptstatements or other communications required to be filed with or delivered to, in each of clauses any Governmental Authority or any other person or entity (b"APPROVALS") through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Sellerthe Stockholders, Company RLI or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedAgreement. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery of this Agreement by the Stockholders and the performance of this Agreement and any related or contemplated transactions by Seller the Stockholders or RLI will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and the Related Agreements by Seller has have been duly and validly authorized by the board Board of directors Directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes and, when executed, the Related Agreements constitute, or will constitute, legally valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its terms, their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Except as set forth on Schedule 2.8, the execution, delivery and performance of this Agreement and the Related Agreements by Seller will not directly or indirectly (ai) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of under, the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (bii) result in the imposition of any Encumbrance against the Stock or any material asset assets or property owned, licensed or leased by properties of the Company or any Subsidiary, of its Subsidiaries or (ciii) contravene, conflict with or result in a violation of violate any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subjectLaw, except, in each the case of clauses (bii) through and (c)iii) above, for any such contraventions, conflicts, impositions and violations, whichbreaches, individually or in the aggregate, do defaults and impositions as would not have a material adverse effect on the Business. SCHEDULE 2.9 listsbusiness, as financial condition or results of operations of the date hereof, all Approvals Company and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company its Subsidiaries taken as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedwhole. Except for (i) matters identified in Schedule 2.8, (ii) any filings or approvals required under the Approvals Hart-Xxxxx-Xxxxxx Xxx, (iii) any novations or consents required in connection with Government Contracts, (iv) the Anti-Assignment Laws and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity(v) Federal Acquisitions Regulations, the execution, delivery and performance of this Agreement and the Related Agreements by Seller will not require any Approvals to be obtained except for any such Approvals the failure of which to receive would not in the aggregate have a material filing adverse effect on the business, financial condition or registration with, results of operations of the Business or have a material adverse effect on the issuance ability of any material Approval or Permit by, any third party or Governmental EntitySeller to consummate the transactions contemplated by this Agreement and the Related Agreements.

Authorization; No Conflicts. The execution, delivery Company has the requisite corporate power and performance of this Agreement by Seller authority and has been duly and validly authorized by the board of directors of Seller and by taken all other necessary corporate action on necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallytransactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any and the consummation by it of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated hereby, have been duly authorized and approved by the Board, and the Board has determined that the Merger is fair to, and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the approval of the Merger and the adoption of this Agreement and by the Stockholders. No other corporate action on the part of the Company is necessary to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, authorize the execution, delivery and performance of this Agreement by Seller the Company and the consummation of the transactions contemplated hereby (other than the aforementioned Stockholder approval and adoption, the filing of appropriate merger documents as required by the DGCL and filings required under the HSR Act). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement will not not, (i) conflict with any of the provisions of the Company's certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or any of the Company Subsidiaries, in each case, as amended, (ii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Material Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene in any material filing respect any domestic or registration withforeign Law or any Order currently in effect applicable to the Company or any Company Subsidiary, or (iv) result in the issuance imposition of any material Approval Lien upon any assets of the Company or Permit by, any third party or Governmental EntityCompany Subsidiary.

Authorization; No Conflicts. The execution, delivery and performance by Seller of this Agreement and by Seller and the Affiliated Transferors of each of the Related Agreements to which it is a party (and the guaranty of Seller's performance hereunder by LM) has been duly and validly authorized by the board respective Boards of directors Directors of Seller such Persons and by all other necessary corporate action on the part of Sellereach such Person. This Agreement constitutes and, when executed, the Related Agreements to which each such Person is a party, constitute, or will constitute, legally valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (cExcept as set forth on Schedule 3.1(h), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller and of the Related Agreements by Seller and each Affiliated Transferor that is a party thereto will not (i) violate the charter documents or by-laws of any such Person, (ii) result in the imposition of any Encumbrance against any assets or properties of the Business or the GM Contract Assets or (iii) violate any Law, except in the case of clause (ii) or clause (iii) for any such violations or impositions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and excluding the resulting requirements to make filings or obtain approvals required under the Xxxx-Xxxxx-Xxxxxx Act and any similar filings or approvals required under foreign Laws and (iii) other than matters set forth on Schedule 3.1(e)(2), or excluded therefrom based on a Contract not being a Material Contract, the execution, delivery and performance of this Agreement by Seller and of the Related Agreements by Seller and each Affiliated Transferor that is a party thereto will not require any material filing Approvals or registration with, consents of third parties to be obtained or the issuance give rise to any rights of termination of any Material Contract, except for any such Approvals, consents of third parties or rights of termination the failure of which to receive would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or have a material Approval or Permit by, any third party or Governmental Entityadverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement.

Authorization; No Conflicts. Seller has the requisite power and --------------------------- authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by the board of directors of Seller Trust Managers and by all other necessary corporate action on the part of Seller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except the shareholder consent needed to increase the number of authorized Common Shares to allow the issuance and sale of Shares on any Closing Date to occur. This Agreement has been duly executed and delivered by Seller and constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallygenerally (collectively, "EQUITABLE REMEDIES"). The Except as set forth in Schedule 3.5, the execution, delivery and performance of this Agreement by ------------ Seller and the consummation by Seller of the transactions contemplated hereby will not directly or indirectly (ai) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation the breach of any Law provisions of, or Order to which Companytrigger any preferential rights under, the Charter Documents or the charter or organizational documents of Subsidiaries or Seller Partnerships, (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Seller Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the assets owned licensed terms or leased by provisions of any Material Contract of them are subjectSeller, except, in each of clauses any Subsidiary or any Seller Partnership or (biv) through (c), for such contraventions, conflicts, impositions violate any Law. Schedule 3.5 lists all Permits and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits ------------ required to be obtained by Seller, Company or any Subsidiary Subsidiaries and Seller Partnerships to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedhereby. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 3.5 as requiring that certain actions be taken by or ------------ with respect to a third party or Governmental Entity, the execution, execution and delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not require any material the consent, authorization or approval or filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental EntityEntity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller the Company has been duly and validly authorized by the board Board of directors Directors of Seller the Company and by all other necessary corporate action on the part of Sellerthe Company. This Agreement and any related agreements constitutes the legally valid and binding obligation obligations of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller the Company and the execution, delivery and performance of any related agreements or contemplated transactions by the Company will not directly or indirectly (a) contravene, conflict with, violate, or or, except as set forth on Schedule 4.8, constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of under, the charter documents or by-laws bylaws of Seller, the Company or any Subsidiary Contract of the Company, or, except as expressly set forth on Schedule 4.8, give rise to (whether upon lapse of time and/or the occurrence of any act or event or otherwise) any resolution adopted by right of any Person to cancel, terminate, increase the board obligations of directors the Company under or stockholders otherwise change the terms of Sellerany Contract of the Company, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiaryproperties of the Company, or (c) contravene, conflict with or result in a violation of violate any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the BusinessLaw. SCHEDULE 2.9 lists, as of the date hereof, Schedule 4.8 lists all Approvals and Permits required to be obtained by Seller, the Company or any Subsidiary and the Shareholder to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedAgreement. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery of this Agreement by the Company and the performance of this Agreement and any related or contemplated transactions by Seller the Company will not require any material filing or registration with, or the issuance of any material Approval or Permit permit by, any other third party or Governmental Entity. Except as contemplated by Section 6.5, all Approvals set forth (or required to be set forth) on Schedule 4.8 have been obtained.

Authorization; No Conflicts. The execution, delivery delivery, and performance of this Agreement Agreement, the Ancillary Agreements, and any related agreements by Seller has the Company and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized by the board Board of directors Directors of Seller the Company and by all other necessary corporate action on the part of Sellerthe Company. This Agreement constitutes Agreement, the Ancillary Agreements, and any related agreements constitute the legally valid and binding obligation obligations of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery delivery, and performance of this Agreement Agreement, the Ancillary Agreements, and any related agreements by Seller the Company and the performance of the transactions contemplated hereby and thereby will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (bi) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by of the Company or any Subsidiaryof its Subsidiaries (other than Permitted Encumbrances), or (ii) violate or conflict with or constitute a breach or default, or an event creating rights of acceleration or termination (in each case, whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of the Company or any of its Subsidiaries, (b) any material Law to which the Company, its Subsidiaries or the Business is subject, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedMaterial Contract. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery of this Agreement by the Company and the performance of this Agreement by Seller and any related or contemplated transactions will not require any material filing or registration with, or the issuance of any material Approval or Permit by, or receipt of any third Approval from, any other Person (including, without limitation, any other party to a Material Contract) or Governmental EntityEntity under the terms of any applicable Laws or Contracts, except where failure to obtain or make the same would not prevent the Company from performing any of its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement Agreement, and all agreements attached hereto as Exhibits, by Seller has have been duly and validly authorized by the board Board of directors Directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes Agreement, and all agreements attached hereto as Exhibits, where applicable, constitute the legally valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The execution, delivery and performance of this Agreement Agreement, and all agreements attached hereto as Exhibits, by Seller Seller, will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of under, the charter documents or by-laws bylaws of Seller, Company Seller or any Subsidiary or any resolution adopted by the board of directors or stockholders of SellerMaterial Contract to which Seller is a party, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset assets or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation properties of any Law or Order to which Company, any Subsidiary Seller or any of the assets owned licensed Purchased Assets, or leased by violate any of them are Law to which Seller is subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions . Schedule 4.8 lists all Permits and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary Seller to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedAgreement. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 in Schedule 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, execution and delivery and performance of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by the board Board of directors Directors and shareholders of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes and the other agreements contemplated hereby constitute the legally valid and binding obligation of Sellereach of the Selling Parties who are a party to such agreement, enforceable against Seller each such party in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Subject to obtaining all Approvals, the execution, delivery and performance of this Agreement by Seller the Selling Parties, and the execution, delivery and performance of any related agreements or contemplated transactions by the Selling Parties will not directly (with the passage of time, notice or indirectly (aboth) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of under, the charter documents or by-laws bylaws of Seller, Company any written or oral agreement between or among any Subsidiary or any resolution adopted by the board current of directors or stockholders former shareholders of Seller, Company any Assumed Contract or any Subsidiaryother contract of Seller or Selling Parties (including, (b) without limitation, any trust documents governing the GFS Trust or the AS Trust), result in the imposition of any Encumbrance against any material asset assets or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation properties of any Law or Order to which Company, any Subsidiary Seller or any of the assets owned licensed Purchased Assets or leased by violate any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually law applicable to any Selling Party or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, Schedule 4.2 lists all Permits and Approvals and Permits required to be obtained by Seller, Company or any Subsidiary the Selling Parties to consummate the transactions transaction contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedAgreement. Except for the Approvals and Permits matters identified on SCHEDULE 2.9 Schedule 4.2 as requiring that certain actions be taken by or with respect to a third party or Governmental Entitya governmental entity, the execution, execution and delivery of this Agreement by the Selling Parties and the performance of this Agreement and any related or contemplated transaction by Seller the Selling Parties will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any other third party or Governmental Entitygovernmental entity under the terms of any applicable laws or contracts to which any Selling Party is a party.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller has Sellers have been duly and validly authorized by the board Board of directors Directors of Seller the corporate Sellers and by all other necessary corporate action on the part of each such Seller. This Agreement constitutes and any related agreements constitute the legally valid and binding obligation obligations of SellerSellers, enforceable against each Seller in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller Sellers and the execution, delivery and performance of any related agreements or contemplated transactions by any of the Sellers, any of the Companies or any Subsidiary will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under ), or result in the termination of, or acceleration of the rights of any provision of Person under, the charter documents or by-laws of Sellerlaws, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Sellerif any, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against of such Persons, or, subject to obtaining all Permits and Approvals contemplated by this Agreement to be obtained, violate any material asset or property ownedLaw, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a the violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not would have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by any Seller, Company or any Subsidiary 's ability to consummate the transactions contemplated by this Agreement and to permit Company or on the Business taken as a wholly-owned subsidiary whole. Except as contemplated by this Agreement, no Permits or Approvals of Buyer Governmental Entities are required to operate be obtained by any of the Sellers, any of the Companies or any Subsidiary, the absence of which would have a material adverse effect on any Seller's ability to consummate the transactions contemplated by this Agreement or on the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 taken as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entitywhole.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller and the Escrow Agreement and the transactions contemplated hereby and thereby has been duly and validly authorized by the board Company's Board of directors of Seller Directors and by all other necessary corporate action on the part of Sellerthe Company. This Agreement has been duly executed and delivered by the Company and constitutes the legally valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws and equitable principles relating to or limiting creditors' creditors rights generally. The execution, delivery and performance of this Agreement and the Escrow Agreement by Seller the Company and the execution, delivery and performance of any related agreements or contemplated transactions by the Company will not directly or indirectly (ai) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence time, giving of any act notice or event or otherwiseboth) under any provision of under, the charter documents or by-laws of Sellerany of such entities, (ii) violate, or constitute a breach or default (whether upon lapse of time, giving of notice or both) under any Contract to which the Company or ARA is a party, including without limitation any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any SubsidiaryMaterial Contract, (biii) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by properties of the Company or ARA, (iv) require any Subsidiaryconsent, waiver, authorization or approval of, or (c) contravene, conflict the making of any filing with or result giving of notice to, any Person or Governmental Entity (other than the filing of the Agreement of Merger with the appropriate authorities in a violation the State of California and as required under the Xxxx-Xxxxx-Xxxxxx Act) or (v) violate any Law or Order except with respect to which Companyclause (ii), any Subsidiary (iii) or any (iv) of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (cthis Section 3.2(g), for any such contraventionsmatters that would not reasonably be expected, conflicts, impositions and violations, which, individually singly or in the aggregate, do not to have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental EntityMaterial Adverse Effect.

Authorization; No Conflicts. The execution, delivery and --------------------------- performance of this Agreement by Seller has been duly and validly authorized by the board Board of directors Directors of Seller and by all other necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary ConsumerInfo or any resolution adopted by the board Board of directors Directors or stockholders shareholders of Seller, Company Seller or any SubsidiaryCompany, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any SubsidiaryConsumerInfo, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary ConsumerInfo or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the BusinessMaterial Adverse Effect. SCHEDULE Schedule -------- 2.9 lists, as of the date hereof, all material Approvals and Permits required to --- be obtained by Seller, Company or any Subsidiary ConsumerInfo to consummate the transactions contemplated by this Agreement purchase and to permit Company as a wholly-owned subsidiary sale of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedStock. Except for the Approvals and Permits identified on SCHEDULE Schedule -------- 2.9 as requiring that certain actions be taken by or with respect to a third party --- Governmental Entity or Governmental Entityother Person, the execution, delivery and performance of this Agreement by Seller will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party Governmental Entity or Governmental Entityother Person; except such that if not made or obtained would not have, individually or in the aggregate, a Material Adverse Effect.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Seller the Add-On Exchange Shareholder has been duly and validly authorized by the board of directors of Seller Add-On Exchange Shareholder and by all other necessary corporate or company action on the part of Sellerthe Add-On Exchange Shareholder. This Agreement constitutes the legally valid and binding obligation of Sellerthe Add-On Exchange Shareholder, enforceable against Seller the Add-On Exchange Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller the Add-On Exchange Shareholder will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Sellerthe Add-On Exchange Shareholder, Company or any Subsidiary Add-On Exchange or any resolution adopted by the managers or board of directors or stockholders of Seller, Company the Add-On Exchange Shareholder or any SubsidiaryAdd-On Exchange, (b) result in the imposition of any Encumbrance encumbrance against any material asset or property owned, licensed or leased by Company or any SubsidiaryAdd-On Exchange, or (c) contravene, conflict with October 17, 2010 or result in a violation of any Law or Order to which Company, any Subsidiary Add-On Exchange or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses Sections (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 Exhibit 8.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company the Add-On Exchange Shareholder or any Subsidiary Add-On Exchange to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer GOIG to operate the Business Add-On Exchange without loss of material rights, other than those which have been previously obtained. Except for the Approvals and Permits identified on SCHEDULE 2.9 Exhibit 8.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entitygovernmental entity, the execution, delivery and performance of this Agreement by Seller the Add-On Exchange Shareholder will not require any material filing or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. The Company has full corporate power and authority to enter into this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement Amendment and the consummation of the Company's obligations hereunder have been duly authorized by Seller all necessary corporate action. This Amendment has been duly and validly authorized executed and delivered by the board Company. The Company's Board of directors of Seller and by all other necessary corporate action on Directors has resolved to recommend that its shareholders vote for the part of SellerShareholder Approval. This Agreement Amendment constitutes the legally a valid and legally binding obligation of Seller, the Company enforceable against Seller the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws affecting creditors generally and by general equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance of this Agreement by Seller will not directly or indirectly (a) contravene, conflict with, violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (b) result in the imposition of any Encumbrance against any material asset or property owned, licensed or leased by Company or any Subsidiary, or (c) contravene, conflict with or result in a violation of any Law or Order to which Company, any Subsidiary or any of the assets owned licensed or leased by any of them are subject, except, in each of clauses (b) through (c), for such contraventions, conflicts, impositions and violations, which, individually or in the aggregate, do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be obtained by Seller, Company or any Subsidiary to consummate the transactions contemplated by this Agreement and to permit Company as a wholly-owned subsidiary of Buyer to operate the Business without loss of material rights, other than those which have been previously obtainedprinciples. Except for as set forth in Schedule 3.1(c) to the Approvals and Permits identified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental EntityInvestment Agreement, the execution, delivery and performance of this Agreement Amendment by Seller the Company, the consummation of the transactions by the Company contemplated hereby and the compliance by the Company with the provisions hereof will not require any material filing or registration conflict with, violate or the issuance result in a breach of any material Approval provision of, require a consent, approval or Permit notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any third party Lien upon any of the properties or Governmental Entity.assets of the Company or Material Subsidiaries under, (i) the articles of incorporation, by-laws or other governing instrument of the Company or any Material Subsidiary, (ii) any Contractual Obligation of the Company or any Material Subsidiary or (iii) assuming that the filings, consents and approvals specified in Schedule 3.1(d) to the Investment Agreement have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Requirement of Law applicable to the Company or any Material Subsidiary, except, in the case of clauses (ii) and (iii) above, such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not have a Material Adverse Effect. (b)