Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyPurchase. The execution execution, delivery and delivery performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent Buyer and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub Buyer in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub Buyer of this Agreement and the Buyer Ancillary Agreements and the consummation of the Offer and the Merger Purchase by Parent and Merger Sub do Buyer does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”)HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the Purchase. (c) The Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Parent and Merger Sub Buyer of this Agreement and the consummation by Parent and Merger Sub Buyer of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its SubsidiariesBuyer, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsBuyer, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent or any of its Subsidiaries Buyer or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent or any of its SubsidiariesBuyer, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien Encumbrance that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) Each the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 3.3 of Parent the Transferor Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and Merger Sub has all requisite corporate power the Exchange Act are met and authority to enter into this Agreement and to consummate (d) the transactions contemplated hereby. The requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the consummation Transaction Agreements by Transferor, the performance of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by ParentTransferor’s obligations hereunder or thereunder, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Transferor of the Offer and the Merger by Parent and Merger Sub Transactions, do not and will not not: (w) conflict with or result in a breach of any provision of its certificate of incorporation or bylaws or the governing documents of Transferor or the Purchased Entity; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Transferor or the Purchased Entity or by which any of the Assets of the Transferred Business may be bound; (y) require any consentfiling with, approvalor License, authorization consent or permit approval of, action byor the giving of any notice to, filing with or notification to any Governmental Entity, other than Authority (i) the filing of the Certificate of Merger, (ii) compliance including any consent or approval with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (ivrespect to a License), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make file or obtain receive would notbe material; or (z) require any notice or consent to be given under, individually or result in the aggregate, have a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation breach of, or default constitute (with or without due notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loanacceleration, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) Encumbrance upon any of the properties or assets of Parent the Transferred Business or give rise to any obligation, right of termination, cancellation, revocation, withdrawal, suspension, acceleration or increase of any obligation or a loss of a material benefit under, any of its Subsidiariesthe terms, other thanconditions or provisions of any Material Contract to which Transferor or the Purchased Entity is a party, excluding in the case of clauses clause (iiz) above, conflicts, violations, breaches, defaults, rights of payment and (iii)reimbursement, any such violationterminations, conflictmodifications, default, termination, cancellation, acceleration, right, loss accelerations and creations and impositions of Encumbrances which have not had or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Seller has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement to which it is a party. The execution execution, delivery and delivery performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent Seller and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubSeller, enforceable against each of Parent and Merger Sub Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub Seller of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and the Merger Purchase by Parent and Merger Sub do Seller does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”)HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the Purchase. (c) The Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Parent and Merger Sub Seller of this Agreement and the consummation by Parent and Merger Sub Seller of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent Seller, or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its SubsidiariesSeller, other than, in the case of clauses clause (ii) and (iii), any such violationcontravention, conflict, default, termination, cancellation, acceleration, right, loss conflict or Lien violation that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyunder this Agreement to which it is a party. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Company Ancillary Agreements, have been duly and validly approved and authorized by the board of directors of each of Parent Company and Merger Sub and by Parentconstitutes, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly when executed and delivered by Parent and Merger Sub andwill constitute, assuming this Agreement constitutes the valid and binding agreement agreements of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub the Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and transactions contemplated under this Agreement to which it is a party by the Merger by Parent and Merger Sub do Company does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, Authority other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (iii) compliance with any applicable state securities or blue sky laws“HSR”), and (ivii) the other consents and/or notices set forth on Section 4.2(b4.4(b) of the Parent Disclosure Letter Schedule (collectively, clauses (i) through and (ivii), the “Parent Company Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The Assuming receipt of or compliance with the Company Specified Approvals, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent the Company or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation in any material way of any provision of any Applicable Law binding upon or applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any material violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries Material Contract or result in the creation of any Lien material Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Parent’s board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareMinnesota, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyTransactions. Parent, as sole shareholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent approving the Merger and adopting the Plan of Merger, such written consent by its terms to become effective immediately following the execution of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable Enforceable against each of Parent and Merger Sub in accordance with its termsSub. (b) The execution, Neither the execution and delivery and performance of this Agreement by Parent and or Merger Sub nor the performance or consummation by Parent or Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and Transactions will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) result in a violation or breach of or conflict with the filing articles of the Certificate incorporation, bylaws or other charter documents of Merger, Parent or Merger Sub; (ii) compliance result in a modification, violation or breach of, increased liability or payment obligations arising under or conflict with any provisions of, or result in the applicable requirements loss of any material benefit 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 or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Exchange Actproperties or assets owned or operated by Parent or Merger Sub under, any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound; or (iii) compliance with subject to obtaining or making the Consents referred to in Section 4.2(c) below, violate any order or judgment or Law applicable state securities to Parent or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) Merger Sub or any of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and their respective properties or assets other than any consent, approval, authorization, permit, action, filing such event or notification the failure of which to make events described in items (ii) or obtain (iii) that would not, individually or in the aggregate, not have a Parent Material Adverse Effect. (c) The executionNo consent, approval, authorization, filing or registration with, notice to or permit of any Governmental Entity is necessary to be obtained or made by Parent, Merger Sub or any other Subsidiary of Parent in connection with Parent’s or Merger Sub’s execution and delivery and performance of this Agreement or the consummation by Parent and or Merger Sub of the Transactions, except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing with the SEC of any reports, forms or documents that may be required of Parent by the Exchange Act in connection with this Agreement and the consummation by Parent Transactions and Merger Sub such reports under Sections 13 or 16 of the Merger Exchange Act as may be required in connection with this Agreement and the other transactions contemplated hereby do not and will not Transactions; (iiii) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(brules of NASDAQ; (iv) and receipt of the Parent Approvalssuch consent, contravene approval, authorization or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit permit as may be required under any loanapplicable foreign or state securities, guarantee of indebtedness “blue sky” or credit agreementtakeover law; (v) such consents, noteapprovals, bondauthorizations, mortgagefilings, indentureregistration, lease, agreement, contract, instrument, permit, concession, franchise, right notices or license binding upon Parent or any of its Subsidiaries or result in permits as may be required under the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) HSR Act; and (iii)vi) such other consents, any such violationapprovals, conflictauthorizations, defaultfilings, terminationregistrations, cancellation, acceleration, right, loss notices or Lien that permits which if not obtained or made would not have, individually or in the aggregate, have a Parent Material Adverse Effect. (d) Parent has no knowledge of any fact relating to its or any of its affiliates’ respective businesses, operations, financial condition or legal status, including any officer’s, director’s or current employee’s status, that might reasonably be expected to impair the ability of the Parties to this Agreement to obtain, on a timely basis, any consent, approval, authorization or permit necessary for the consummation of the Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Stockholder has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement to which it is a party. The execution execution, delivery and delivery performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent Stockholder and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubStockholder, enforceable against each of Parent and Merger Sub Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception. Stockholder is a holding company with no assets (other than the stock of the Company) and no liabilities (other than as provided herein). (b) The execution, delivery and performance by Parent and Merger Sub Stockholder of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and the Merger Purchase by Parent and Merger Sub do Stockholder does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”)HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the Purchase. (c) The Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Parent and Merger Sub Stockholder of this Agreement and the consummation by Parent and Merger Sub Stockholder of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its SubsidiariesStockholder, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsStockholder, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent or any of its Subsidiaries Stockholder or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent or any of its SubsidiariesStockholder, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien Encumbrance that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Financing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing, have been duly and validly authorized by the board boards of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by the Enforceability Exemptions. (b) The Other than in connection with or in compliance with (i) the IBCL and (ii) the applicable requirements of the Securities Act and Exchange Act and any related filings or approvals under applicable state securities Laws, no authorization, consent, approval or order of, or filing with, or notification to, any Governmental Entity is necessary in connection with the execution, delivery and performance of this Agreement by Parent and or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do Agreement, except for such authorizations, consents, approvals, orders, filings or notices that, if not and will not require any consentobtained or made, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement does not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not hereby, including the Financing, and compliance with the provisions hereof will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any breach or violation of, or default under (with or without notice or lapse of time, or both) ), require consent under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any material obligation or to the loss of a material any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license Contract binding upon Parent or any of its Subsidiaries Merger Sub or result in the creation of any Lien (other than Permitted Liens) upon any of the properties properties, assets or assets rights of Parent or Merger Sub (except for Liens created in connection with the Financing), (ii) conflict with or result in any violation of its Subsidiariesany provision of the Governing Documents of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (iii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that as would not havenot, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement to which it is a party. The execution execution, delivery and delivery performance by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubParent, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and the Merger Purchase by Parent and Merger Sub do does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”)HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the Purchase. (c) The Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent Parent, or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its SubsidiariesParent, other than, in the case of clauses clause (ii) and (iii), any such violationcontravention, conflict, default, termination, cancellation, acceleration, right, loss conflict or Lien violation that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Offeror has all requisite corporate company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent Board and Merger Sub the Offeror Board and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate company proceedings on the part of Parent or Merger Sub are Offeror is necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Offeror and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubOfferor, enforceable against each of Parent and Merger Sub Offeror in accordance with its termsterms except that the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, relating to creditors’ rights generally. (b) The execution, delivery and performance by each of Parent and Merger Sub Offeror of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub Offeror do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, including the filing of the Offer Documents; and (iiiii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter laws (collectively, clauses (i) through and (ivii), the “Parent Offeror Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent an Offeror Material Adverse Effect. (c) The execution, delivery and performance by each of Parent and Merger Sub Offeror of this Agreement and the consummation by Parent and Merger Sub Offeror of the Merger Offer and the consummation by Offeror and Parent of the other transactions contemplated hereby (including, for the avoidance of doubt, the transactions contemplated by Section 4.08) do not and will not (i) contravene or conflict with the organizational or governing documents of Parent Parent, Offeror or any of its their respective Subsidiaries, ; (ii) assuming compliance with the matters referenced in Section 4.2(b3.02(b) and receipt of the Parent Offeror Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent Parent, Offeror or any of its their respective Subsidiaries or any of their respective properties or assets, ; or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrumentContract, permit, concession, franchise, or right or license binding upon Parent Parent, Offeror or any of its their respective Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent Parent, Offeror or any of its their respective Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent an Offeror Material Adverse Effect. Without limiting the generality of the foregoing, the consummation of the transactions contemplated by Section 4.08 do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity related to capital export Laws, regulatory approvals or otherwise.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board Board of directors Directors of each of Parent Buyer and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Buyer and, assuming this Agreement constitutes the valid and binding agreement of the CompanySeller, this Agreement constitutes the valid and binding agreement of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing. (b) The Other than the approvals set forth in Schedule 4.2(b) (collectively, the “Buyer Approvals”), no authorization, consent or approval of, or filing with, any Governmental Entity is necessary in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement by Buyer and for the consummation by Buyer of the Offer and transactions contemplated by this Agreement. (c) None of the Merger execution, delivery or performance of this Agreement by Parent and Merger Sub do not and Buyer, the consummation by Buyer of the transactions contemplated hereby or compliance by Buyer with any of the provisions of this Agreement will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing violate or conflict with or result in any breach of any provision of the Certificate organizational documents of MergerBuyer, or (ii) compliance with violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer, any of its Subsidiaries, or any of their properties or assets, except (other than in the applicable requirements case of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses clause (i)) through (iv)where such violations, the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing breaches or notification the failure of which to make or obtain defaults would not, individually or in the aggregate, have a Parent Buyer Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (subject to the terms and conditions hereof) have been duly and validly authorized by the board Board of directors of each Directors of Parent and Merger Sub Sub, and by Parent, Parent as the sole stockholder shareholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Companyother party hereto, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiariesnot, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default or event of default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to result in the loss creation of a material benefit under any loanlien, guarantee security interest, charge or encumbrance upon any of indebtedness the properties or assets of Parent or Merger Sub under: (i) any provision of the Certificate of Incorporation or By-laws of Parent or the comparable organizational documents of any of its Subsidiaries, including Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right license or license binding upon guarantee applicable to Parent or Merger Sub, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the their respective properties or assets of Parent or any of its Subsidiariesassets, other than, in the case of clauses (ii) and (iii), any such violationviolations, conflictdefaults, events of default, terminationrights, cancellationliens, accelerationsecurity interests, right, loss charges or Lien that would not haveencumbrances that, individually or in the aggregate, would not have a Parent Material Adverse EffectEffect on Parent or would not prevent the consummation of any of the transactions contemplated hereby. No filing or registra- tion with, or authorization, consent or approval of, any governmental body or authority is required by or with respect to Parent or any of its Subsidiaries, including Merger Sub, in connection with the execution and delivery of this Agreement by Parent or Merger Sub, or the consummation of the transactions contemplated hereby, except: (i) in connection, or in compliance, with the provisions of the HSR Act, applicable non-United States competition, antitrust and investment laws, and the Exchange Act, (ii) for the filing of Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and (iii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransaction. The execution execution, delivery and delivery performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent Buyer and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub Buyer in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub Buyer of this Agreement and the Buyer Ancillary Agreements and the consummation of the Offer and the Merger Transaction by Parent and Merger Sub do Buyer does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse Effectmaterial impact on the Buyer or (B) prevent or materially delay the consummation of the Transaction. (c) The execution, delivery and performance by Parent and Merger Sub Buyer of this Agreement and the consummation by Parent and Merger Sub Buyer of the Merger Transaction and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its SubsidiariesBuyer, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsBuyer, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent or any of its Subsidiaries Buyer or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent or any of its SubsidiariesBuyer, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien Encumbrance that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Seller has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransaction. The execution execution, delivery and delivery performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent Seller and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubSeller, enforceable against each of Parent and Merger Sub Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub Seller of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and the Merger Transaction by Parent and Merger Sub do Seller does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”)HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse Effectmaterial impact on the Company or (B) prevent or materially delay the consummation of the Transaction. (c) The Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Parent and Merger Sub Seller of this Agreement and the consummation by Parent and Merger Sub Seller of the Merger Transaction and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its SubsidiariesSeller, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsSeller, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent or any of its Subsidiaries Seller or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent or any of its SubsidiariesSeller, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien Encumbrance that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution Company Board, by resolutions duly adopted by vote at a meeting of the Company Board duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof, approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by this Agreement, including the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no Offer. No other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize the consummation of the transactions contemplated hereby. The approval of the Company’s stockholders is not required to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyOfferor, this Agreement constitutes the valid and binding agreement of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms. (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the Offer and the Merger other transactions contemplated by Parent and Merger Sub this Agreement by the Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any federal, state, local or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”), other than (i) the filing of the Certificate of Mergerpre-merger notification report under the HSR Act, (ii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9, (iii) compliance with the rules and regulations of the NYSE, (iv) compliance with any applicable state securities or blue sky laws, and (ivv) the other consents and/or notices set forth on in Section 4.2(b3.04(b) of the Parent Company Disclosure Letter (collectively, clauses (i) through (ivv), the “Parent Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot reasonably be expected, individually or in the aggregate, to have a Parent Company Material Adverse EffectEffect or to prevent or materially delay or impair the consummation of the Offer or the other transactions contemplated by this Agreement. (c) The Assuming compliance with the matters referenced in Section 3.04(b) and the receipt of the Specified Approvals, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub Offeror of the Merger Offer and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent the Company or any of its Subsidiaries, ; (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, ; or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrumentContract, permit, concession, franchise, or right or license binding upon Parent the Company or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, consent, termination, cancellation, acceleration, right, loss or Lien that would not havereasonably be expected, individually or in the aggregate, to have a Parent Company Material Adverse Effect or to prevent or materially delay or impair the consummation of the Offer or the other transactions contemplated by this Agreement (provided that subclause (iv) in the definition of “Company Material Adverse Effect” shall be disregarded for purposes of this Section 3.04(c)). (d) No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) enacted under any federal, state, local or foreign Laws applicable to the Company is applicable to this Agreement, the Offer or any of the other transactions contemplated by this Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent the Buyers and Merger Sub has all Guarantor have the requisite corporate limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the Transaction. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing respective governing bodies of the Certificate of Merger with the Secretary of State of the State of Delaware, Buyers and no other corporate limited liability company proceedings on the part of Parent or Merger Sub either Buyer and Guarantor are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by Parent each of the Buyers and Merger Sub Guarantor and, assuming this Agreement constitutes the a valid and binding agreement of the Companyother parties hereto or thereto, this Agreement constitutes the valid and binding agreement agreements of Parent each such Buyer and Merger SubGuarantor, enforceable against each of Parent such Buyer and Merger Sub Guarantor in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditor’s rights generally or by principles governing the availability of equitable remedies). (b) The executionOther than in connection with or in compliance with provisions of the DGCL, delivery and performance by Parent and Merger Sub of this Agreement and no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by either of the Offer and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization Buyers or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing Guarantor of the Certificate of Mergertransactions contemplated by this Agreement, (ii) compliance with the applicable requirements of the Exchange Actexcept for such authorizations, (iii) compliance with any applicable state securities consents, approvals or blue sky lawsfilings, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectivelythat, clauses (i) through (iv)if not obtained or made, the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which would not reasonably be expected to make or obtain would nothave, individually or in the aggregate, have a Parent Material Adverse EffectEffect on either of the Buyers. (c) The execution, execution and delivery and performance by Parent and Merger Sub either of the Buyers of this Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvalsprovisions hereof will not, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iiii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss loss, alteration or impairment of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent the Buyers, the Guarantor or any of its their respective Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent either Buyer or any of its Subsidiariestheir respective Affiliates, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents, or the certificate of incorporation or by-laws or other equivalent organizational documents, in each case, as amended, of Guarantor or any of the Buyers’ respective Affiliates, (iii) conflict with or violate any Laws applicable to either Buyer or Guarantor, any of their respective Subsidiaries or Affiliates or any of their respective properties or assets, other than, in the case of clauses (iii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on such Buyer. (d) As of the relevant date, each of the Guarantor and Buyers (together with their respective Affiliates) is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each such party, as the case may be, to take any action to be taken by such party pursuant to this Agreement and the Asset Management Agreements.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyPurchase. The execution execution, delivery and delivery performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby Buyer Ancillary Agreement have been duly and validly approved and authorized by the board of directors of Buyer and each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes constitute the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub Buyer in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub Buyer of this Agreement and the Buyer Ancillary Agreement and the consummation of the Offer and the Merger Purchase by Parent and Merger Sub do Buyer does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than Authority (i) including pursuant to the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (ivHSR), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, not individually or in the aggregateaggregate be material to Buyer’s ability to consummate the transactions contemplated by, have a Parent Material Adverse Effector to perform its obligations under, this Agreement and the Buyer Ancillary Agreement. (c) The execution, delivery and performance by Parent and Merger Sub Buyer of this Agreement Agreement, the Buyer Ancillary Agreement, and the consummation by Parent and Merger Sub Buyer of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its SubsidiariesBuyer, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsBuyer, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent or any of its Subsidiaries Buyer or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent or any of its SubsidiariesBuyer, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien Encumbrance that would not have, individually or in the aggregateaggregate be material to Buyer’s ability to consummate the transactions contemplated by, a Parent Material Adverse Effector to perform its obligations under, this Agreement and the Buyer Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate or limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate or limited liability company action on the board part of directors of each of Parent Buyer and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or limited liability company proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Buyer and, assuming this Agreement constitutes the a valid and binding agreement of the Companyother parties hereto, this Agreement constitutes the a valid and binding agreement of Parent and Merger Sub, Buyer enforceable against each of Parent and Merger Sub Buyer in accordance with its termsterms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies). (b) The execution, execution and delivery and performance by Parent and Merger Sub Buyer of this Agreement does not, and the consummation of the Offer transactions contemplated hereby and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and provisions hereof will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license agreement binding upon Parent Buyer or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent Buyer or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Buyer or any of its Subsidiaries, (iii) conflict with or violate any Laws applicable to Buyer, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not, and would not havereasonably be expected to, individually impair or in delay the aggregate, a Parent Material Adverse Effectconsummation of the transactions contemplated hereby and thereby.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyAcquisition. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Company Ancillary Agreements, have been duly and validly approved and authorized by the board of directors of each of Parent Company and Merger Sub and by Parentconstitutes, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly when executed and delivered by Parent and Merger Sub andwill constitute, assuming this Agreement constitutes the valid and binding agreement agreements of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub the Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and Acquisition by the Merger by Parent and Merger Sub do Company does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, Authority other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b3.3(b) of the Parent Disclosure Letter Schedule (collectively, clauses (i) through (iv), the “Parent Company Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse Effect.Effect on the Company or (B) prevent or materially delay the consummation of the Acquisition. Table of Contents (c) The Assuming receipt of or compliance with the Company Specified Approvals, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the Merger Acquisition and the other transactions contemplated hereby do not and will not not, (ix) contravene or conflict with the organizational or governing documents of Parent the Company or any of its Subsidiaries, (iiy) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a material violation of any provision of any Applicable Law binding upon or applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assetsthe Purchased Assets, or (iiiz) result in any material violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent the Company or any of its Subsidiaries or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets Purchased Assets of Parent the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent Equityholder and Merger Sub LGEI has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement to which it is a party. The execution execution, delivery and delivery performance by each of Equityholder and LGEI of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed approved and delivered authorized by Parent each of Equityholder and Merger Sub and, assuming this Agreement LGEI and constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid each of Equityholder and binding agreement of Parent and Merger SubLGEI, enforceable against each of Parent Equityholder and Merger Sub LGEI in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent each of Equityholder and Merger Sub LGEI of this Agreement and the Equityholder Ancillary Agreements, as applicable, and the consummation of the Offer and the Merger Purchase by Parent and Merger Sub do Equityholder does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityAuthority (including pursuant to the requirements of Xxxx Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, other than (i) the filing of the Certificate of Mergeras amended, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv“HSR”)), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, not (A) have a Parent Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the Purchase. (c) The execution, delivery and performance by Parent each of Equityholder and Merger Sub LGEI of this Agreement and the consummation by Parent and Merger Sub Equityholder of the Merger Purchase and each of Equityholder and LGEI of the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent Equityholder or any of its SubsidiariesLGEI, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Parent Equityholder or any of its Subsidiaries or any of their respective properties or assetsLGEI, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right lease or license agreement binding upon Parent Equityholder or any of its Subsidiaries LGEI or result in the creation of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent Equityholder or any of its SubsidiariesLGEI, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien Encumbrance that would not have, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the board part of directors of each of Parent Buyer and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize this Agreement and each of the consummation of other Transaction Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and each of the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Parent and Merger Sub Buyer and, assuming this Agreement and the other Transaction Documents each constitutes the valid and binding agreement of the CompanySeller, this Agreement constitutes and each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement agreements of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub Buyer in accordance with its their terms, except to the extent such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). (b) The No authorization, consent or approval of, or filing with, nor any Consent from any Governmental Entity is necessary, under applicable Law, in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement and Agreement, or any other Transaction Document to which Buyer is a party, by Buyer or for the consummation by Buyer of the Offer and transactions contemplated hereby or thereby, except as required under the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange HSR Act, (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The executionNone of the execution of delivery of or performance of its obligations under this Agreement or the other Transaction Documents to which it is a party, delivery and performance the consummation by Parent and Merger Sub it of the transactions contemplated hereby or thereby or the compliance by it with any of the provisions of this Agreement and the consummation by Parent and Merger Sub of the Merger and or the other transactions contemplated hereby do not and Transaction Documents to which it is a party will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, (i) violate or give rise to a right of termination, cancellation conflict with or acceleration result in any breach of any material obligation provision of the organizational documents of Buyer or (ii) conflict with or violate any other Contract of Buyer or any Law, Order, writ, injunction, decree, statute, rule or regulation applicable to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent Buyer or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent Affiliates or any of its Subsidiariestheir respective properties or assets, other thanexcept, in the case of clauses clause (ii) and (iii), for any such violation, conflict, default, termination, cancellation, acceleration, right, loss conflicts or Lien that violations which would not havenot, individually or in the aggregate, a Parent Material Adverse Effectreasonably be expected to prevent or materially impede or delay the Buyer’s ability to consummate the transactions contemplated by this Agreement or any of the Transaction Documents.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board Board of directors of each Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing Other than in connection with or notification to any Governmental Entity, other than in compliance with (i) the filing provisions of the Certificate of MergerTBOC, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable state securities or blue sky lawsthe HSR Act, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter competition approvals in foreign countries (collectively, clauses (i) through (iv), the “Parent Approvals”), and other than any consent, approval, no authorization, permitconsent or approval of, actionor filing with, filing any Governmental Entity is necessary for the consummation by Parent or notification Merger Sub of the failure of which to make transactions contemplated by this Agreement, except for such authorizations, consents, approvals or obtain filings, that, if not obtained or made, would notnot have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution, execution and delivery and performance by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) assuming that the consents and approvals referred to in Section 4.2(b) are duly obtained, conflict with or violate any applicable Laws, other than, in the case of clauses (iii) and (iii), any such violation, required -28- consent, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Parent’s board of directors and, except for adoption of each of Parent and Merger Sub and this Agreement by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable Enforceable against each of Parent and Merger Sub in accordance with its termsSub. (b) The execution, Neither the execution and delivery and performance of this Agreement by Parent and or Merger Sub nor the performance or consummation by Parent or Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and Transactions will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) result in a violation or breach of or conflict with the filing certificate of the Certificate incorporation, bylaws or other governing documents of Merger, Parent or Merger Sub; (ii) compliance result in a modification, violation or breach of, increased liability or payment obligations arising under or conflict with any provisions of, or result in the applicable requirements loss of any material benefit 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 or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Exchange Actproperties or assets owned or operated by Parent or Merger Sub under, any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound; or (iii) compliance with subject to obtaining or making the consents referred to in Section 3.2(c) below, violate any order or judgment or Law applicable state securities to Parent or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) Merger Sub or any of the Parent Disclosure Letter (collectively, clauses (i) through (iv), the “Parent Approvals”), and their respective properties or assets other than any consent, approval, authorization, permit, action, filing such event or notification the failure of which events described in items (ii) or (iii) that would not reasonably be expected to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The executionNo consent, approval, authorization, filing or registration with, notice to or permit of any Governmental Entity is necessary to be obtained or made by Parent, Merger Sub or any other Subsidiary of Parent in connection with Parent’s or Merger Sub’s execution and delivery and performance of this Agreement or the consummation by Parent and or Merger Sub of the Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing of any reports, forms or documents that may be required of Parent or its affiliates in connection with this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or Transactions under any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon foreign securities Laws or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or securities exchange rules; (iii) result in any violation ofsuch consent, approval, authorization or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit permit as may be required under any loanapplicable foreign takeover Law; (iv) such consents, guarantee of indebtedness approvals, authorizations, filings, registration, notices or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right permits as may be required under the HSR Act or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) applicable antitrust Laws; and (iii)v) such other consents, any such violationapprovals, conflictauthorizations, defaultfilings, terminationregistrations, cancellation, acceleration, right, loss notices or Lien that permits which if not obtained or made would not have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (d) Parent has no knowledge of any fact relating to its or any of its affiliates’ respective businesses, operations, financial condition or legal status, including any officer’s, director’s or current employee’s status, that might reasonably be expected to impair the ability of the Parties to this Agreement to obtain, on a timely basis, any consent, approval, authorization or permit necessary for the consummation of the Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent Buyer and Merger Xxxxxx Sub has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions, have been duly and validly authorized by the board boards of directors of each of Parent Buyer and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other actions or corporate proceedings on the part of Parent Buyer or Merger Sub are necessary to authorize this Agreement, the performance by Buyer or Merger Sub of their obligations hereunder or the consummation of the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by Parent Xxxxx and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the CompanyCompany and the Representative, this Agreement constitutes the valid and binding agreement of Parent Buyer and Merger Sub, enforceable against each of Parent Buyer and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Parent Xxxxx and Merger Sub of this Agreement and the consummation of the Offer and the Merger Transactions by Parent Xxxxx and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental EntityBody, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Act, (iii) compliance with any applicable foreign or state securities or “blue sky sky” laws, and (iviii) the other consents and/or notices set forth on Section 4.2(bSchedule 4.02(b) of the Parent Disclosure Letter (collectively, clauses (i) through (iviii), the “Parent Buyer Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Buyer Material Adverse Effect. (c) . The execution, delivery and performance by Parent Xxxxx and Merger Sub of this Agreement and the consummation by Parent Xxxxx and Merger Sub of the Merger and the other transactions contemplated hereby Transactions do not and will not (with or without notice or lapse of time, or both) (i) contravene or conflict with the organizational or governing documents of Parent Buyer or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in this Section 4.2(b4.02(b) and receipt of the Parent Buyer Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent Buyer or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, debenture, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent Buyer or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent Buyer or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Buyer Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Offeror has all requisite corporate company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent Offeror Board and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate company proceedings on the part of Parent or Merger Sub Offeror are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Offeror and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubOfferor, enforceable against each of Parent and Merger Sub Offeror in accordance with its terms. (b) The execution, delivery and performance by Parent and Merger Sub Offeror of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub Offeror do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, pre-merger notification report under the HSR Act; (ii) compliance with the applicable requirements of the Exchange Act, including the filing of the Offer Documents; and (iii) compliance with any applicable state securities or blue sky laws, and (iv) the other consents and/or notices set forth on Section 4.2(b) of the Parent Disclosure Letter laws (collectively, clauses (i) through (iviii), the “Parent Offeror Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent an Offeror Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub Offeror of this Agreement and the consummation by Parent and Merger Sub Offeror of the Merger Offer and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent Offeror or any of its Subsidiaries, ; (ii) assuming compliance with the matters referenced in Section 4.2(b4.02(b) and receipt of the Parent Offeror Approvals, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent Offeror or any of its Subsidiaries or any of their respective properties or assets, ; or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrumentContract, permit, concession, franchise, or right or license binding upon Parent Offeror or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent Offeror or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Offeror Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and corporate authority to enter into into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyunder this Agreement to which it is a party. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Company Ancillary Agreements, have been duly and validly approved and authorized by the board of directors of each of Parent Company and Merger Sub and by Parentconstitutes, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly when executed and delivered by Parent and Merger Sub andwill constitute, assuming this Agreement constitutes the valid and binding agreement agreements of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub the Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Company Ancillary Agreements and the consummation of the Offer and transactions contemplated under this Agreement to which it is a party by the Merger by Parent and Merger Sub do Company does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, Authority other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Exchange Actthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (iii) compliance with any applicable state securities or blue sky laws“HSR”), and (ivii) the other consents and/or notices set forth on Section 4.2(b4.4(b) of the Parent Disclosure Letter Schedule (collectively, clauses (i) through and (ivii), the “Parent Company Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The Assuming receipt of or compliance with the Company Specified Approvals, the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by Parent and Merger Sub the Company of the Merger Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent the Company or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 4.2(b) and receipt of the Parent Approvals, contravene or conflict with or constitute a violation in any material way of any provision of any Applicable Law binding upon or applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any material violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries Material Contract or result in the creation of any Lien material Encumbrance (other than Permitted LiensEncumbrances) upon any of the properties or assets of Parent the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.