Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement Agreement, and all other agreements related hereto, constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller's shareholders and directors board of Sellerdirectors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of the Governing Documents governing documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach or give any Governmental Body governmental body or other Person person or entity the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement legal requirement or any Order order to which Seller, Seller or any of the Assets, Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any Person person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result in the imposition or creation of any Encumbrance encumbrance upon or with respect to any of the Assets; or or (vivii) result in any shareholder of the Seller Stockholder having the right to exercise dissenters’ ' appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any Consent consent from any person or give notice to any Person entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.

Enforceability; Authority; No Conflict. (ai) This Agreement constitutes the legal, valid valid, and binding obligation of SellerParent, enforceable against it Parent in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Upon the execution and delivery by Seller Parent of each agreement and certificate the Transaction Document to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”)which it is a party, each of Seller’s Closing such Transaction Documents will constitute the legal, valid valid, and binding obligation obligations of Seller, Parent enforceable against it Parent in accordance with its their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Seller Parent has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and Seller’s Closing the Transaction Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellerthereunder. (bii) Neither Except as set forth in Schedule 4.4, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach contravene, conflict with, or result in a violation of (x) any provision of any of the Governing Organizational Documents of Seller Parent, or (y) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Parent; (ii) breach contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to Transactions, exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller, or any of the Assets, Parent may be subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Business or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Business Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.and (civ) Except as set forth in Part 3.2(c)Schedule 4.4 hereof, and except such instances in which the failure to give such notice or obtain such Consent could not, individually or in the aggregate, reasonably be expected to result in material direct or indirect costs or liabilities to the Seller or the Company or the Business, neither Parent, any Affiliate of Parent nor the Company is not or will be required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, Seller enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, the Seller's Noncompetition and Confidentiality Agreement and each other agreement and certificate to be executed or and/or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller's management board and directors of Sellermembers. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the management board or members of directors or the Seller Stockholders; Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is Permit held by Seller or that otherwise relates to the Assets or to the Business; ; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax other than the Buyer Transaction Taxes; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Parts 2.10(a) and 2.10(b), Seller is not required to obtain any Consent from, and except as set forth in Part 3.2(c), Seller is not required to obtain give any Consent from or give notice to to, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legalAgreement, valid and binding obligation of Sellerall other agreements related hereto, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller's shareholders and directors board of Sellerdirectors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of the Governing Documents governing documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach or give any Governmental Body governmental body or other Person person or entity the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement legal requirement or any Order order to which Seller, Seller or any of the Assets, Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any Person person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result in the imposition or creation of any Encumbrance encumbrance upon or with respect to any of the Assets; or or (vivii) result in any shareholder of the Seller Stockholder having the right to exercise dissenters’ ' appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any Consent consent from any person or give notice to any Person entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, Seller enforceable against it Seller in accordance with its terms. Upon , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the execution enforcement of creditors’ rights generally and delivery by Seller general principles of each agreement and certificate to be executed equity (whether considered in a proceeding at law or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”in equity), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsconsummate the Contemplated Transactions, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellercorporate or other entity action. (b) Neither the execution The execution, delivery and delivery performance by Seller of this Agreement nor and the consummation or performance of any of the Contemplated Transactions willTransactions, directly or indirectly (with or without notice or lapse of time), does not and will not: (i) breach violate any provision of any of the Governing Documents of Seller Seller, or any resolution adopted by the board respective boards of directors or the Seller Stockholdersshareholders (or similar management group) of Seller, as applicable; (ii) breach or give any Governmental Body or other Person the right to challenge any assuming receipt of the Contemplated Transactions consents set forth in Schedule 4.2(c), violate or to exercise conflict with any remedy or obtain any relief under provisions of any Legal Requirement Requirements or any Order to which Seller, or any of the Assets, may be Seller is subject; (iii) contraveneexcept as set forth on Schedule 4.2(b)(iii) (the “Seller Required Consents”), violate, conflict with or with, result in a violation or breach of any of the terms or requirements of, constitute (with due notice or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate lapse of time or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (ivboth) breach any provision of, or give any Person the right to declare a default or exercise cause any remedy underobligation, penalty, premium or other payment to arise or accrue under any material Contract to which Seller is a party or by which Seller is bound or to accelerate the maturity which Seller’s properties or performance of, assets is subject; or payment under, or to cancel, terminate or modify, any Seller Contract; (viv) result in the creation or imposition or creation of any Encumbrance (except Permitted Encumbrances and any Encumbrances imposed directly or indirectly by Buyer) upon any of such properties or assets of Seller or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsTransferred Interests. (c) Except as set forth in Part 3.2(cSchedule 4.2(c), Seller no consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body or any Third Party is not required to obtain any Consent from be made or give notice to any Person obtained by Seller, in connection with the execution execution, delivery, and delivery performance of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerParent and Buyer, enforceable against it the Parent and Buyer in accordance with its termsterms 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. Upon the execution and delivery by Seller Buyer of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “SellerBuyer’s Closing Documents”), each of Sellerthe Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Seller, Buyer enforceable against it Buyer in accordance with its their respective terms. Seller Buyer has the absolute all power, authority and unrestricted right, power and authority capacity to execute and deliver this Agreement and Seller’s the Buyer Closing Documents and to perform its or his obligations under this Agreement and Seller’s the Buyer Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) . Neither the execution and delivery of this Agreement nor any Buyer Closing Document by Buyer nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i1) breach Breach or otherwise conflict with any provision of any the articles of the Governing Documents organization or formation, articles of Seller incorporation, operating agreement, bylaws, or other governing documents, as applicable, of Parent or Buyer, or contravene any resolution adopted by the board members, managers, shareholders, officers, or directors of directors Parent or Buyer; (2) Breach or otherwise conflict with any term or provision of any charter, by-law, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation, and the Seller Stockholders; (ii) breach execution and delivery of and performance and compliance with this Agreement by Parent and/or Buyer will not result in the violation of or give any Governmental Body be in conflict with or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief constitute a default under any Legal Requirement such term or provision referred to hereinabove or result in the creation of any Order mortgage, lien, encumbrance or charge upon the Purchase Price Shares pursuant to which Seller, any such term or any of the Assets, may be subject; provision; (iii3) contravene, Breach or otherwise conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, permit, consent or approval that is held or being applied for by Seller or on behalf of Parent and/or Buyer or that otherwise relates to any of the Assets Common Stock, the Class A Preferred Stock or to the Business; Class B Preferred Stock; (iv4) breach Breach or otherwise conflict with any provision of, or give any Person third party person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contractmaterial contract or material agreement to which Parent or Buyer is a party or by which Parent or Buyer is bound; or (v5) result in the imposition or creation of any Encumbrance upon encumbrance, claim, chill or with respect to lien on any of the Assets; or (vi) result in any Seller Stockholder having Common Stock, the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement Class A Preferred Stock or the consummation or performance of any of the Contemplated TransactionsClass B Preferred Stock.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the legalother documents delivered in connection with this Agreement (collectively, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Ancillary Documents”), each of Seller’s Closing Documents will ) constitute the legal, valid valid, and binding obligation obligations of Sellereach of the Seller Parties, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Seller Parties has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and Seller’s Closing the other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary action by the Seller Stockholders Company and directors of Sellerits member. (b) Neither the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach contravene, violate, or conflict with any provision of any of the Governing Documents governing documents of Seller the Company or any resolution adopted by the board of directors or the Seller Stockholdersits member; (ii) breach or give afford any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order Requirements to which Seller, or any of the Assets, Seller Parties may be subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization governmental authorization that is held by Seller the Company or that otherwise relates to the Assets such entity or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Assumed Contract; (v) result in the imposition or creation of any Encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Assetsassets of the Company; or (vi) result in any Seller Stockholder Person having the right to exercise dissenters’ dissenter’s appraisal rightsrights which are not waived at or prior to the Effective Time; or (vii) cause Buyer to become subject to or liable for, any Tax other than sales, commodity or value-added tax eligible as a result of the consummation of the Transactions and other than Tax related to Buyer carrying on the Business after the Effective Time. (c) Except as set forth in Part 3.2(c), None of the Seller Parties is not required to give any notice to or obtain any Consent consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) 7.3.1 This Agreement constitutes the legal, valid and binding obligation of Seller, Seller and is enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Seller Closing Documents”), each of Seller’s the Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and Seller’s the Seller Closing Documents to which it is a party and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate action by the Seller Stockholders and directors of Seller. (b) 7.3.2 Neither the execution and execution, delivery or performance of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach violate any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller StockholdersSeller; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assets, Acquired Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the conduct of the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (v) result in the imposition or creation of any Encumbrance Encumbrance, other than the Permitted Encumbrance, upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), 7.3.3 Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and execution, delivery or performance of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions other than as set out in Schedule 7.3.3 of the Seller Disclosure Schedule.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against it Seller in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Upon the execution and delivery by Seller and the Company of each agreement and certificate other Transaction Document to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”)which either of them is a party, each of Seller’s Closing such Transaction Documents will constitute the legal, valid valid, and binding obligation obligations of SellerSeller and the Company, as applicable, enforceable against it Seller or the Company in accordance with its their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Each of Seller and the Company has the absolute and unrestricted right, necessary power and authority to execute and deliver this Agreement and Seller’s Closing the Transaction Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellerthereunder. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach contravene, conflict with, or result in a violation of (A) any provision of any of the Governing Organizational Documents of Seller Seller, UMKK, UMNet or the Company, or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller, UMKK, UMNet or the members or managers of the Company; (ii) breach contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to Transactions, exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which the Company, Seller, or UMKK, UMNet, any of the Business Assets, UMKK Shares, UMNet Shares or the Interests may be subject; , except as could not reasonably be expected to result in a Material Adverse Effect on Seller or the Company or the Business; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Business or any of the Business Assets, except for as could not reasonably be expected to result in a Material Adverse Effect on Seller or the Company or the Business; ; (iv) cause the Company, UMKK or UMNet to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the Business Assets to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractBusiness Contract or any other Contract to which Seller, the Company, UMKK or UMNet is bound and to which the Business Assets or Interests, UMKK Shares or UMNet Shares are subject, except as could not reasonably be expected to result in material direct or indirect costs or liabilities to the Business; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any of the Business Assets; , the Interests, UMKK Shares or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsUMNet Shares. (c) Except as set forth in Part 3.2(c)Schedule 3.2 hereof, and except such instances in which the failure to give such notice or obtain such Consent could not, individually or in the aggregate, reasonably be expected to result in material direct or indirect costs or liabilities to the Seller or the Company or the Business, neither Seller, any Affiliate of Seller nor the Company is not or will be required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its termsterms 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. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by the Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s the Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its their respective terms. Seller has the absolute all power, authority and unrestricted right, power and authority capacity to execute and deliver this Agreement and and, subject to approval of Seller’s Board of Directors and shareholders, the Seller Closing Documents and to perform its obligations under this Agreement and Seller’s the Seller Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) . Neither the execution and delivery of this Agreement or any Seller Closing Document by Seller, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach or otherwise conflict with any provision of any the articles of the Governing Documents formation, operating agreement, bylaws or other governing documents of Seller or contravene any resolution adopted by the board Board of directors Directors or the Seller Stockholders; stockholders of Seller; (ii) breach Breach or give otherwise conflict with any Governmental Body term or other Person provision of any charter, by-law, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation, and the right to challenge any execution and delivery of and performance and compliance with this Agreement by Seller will not result in the Contemplated Transactions violation of or to exercise any remedy be in conflict with or obtain any relief constitute a default under any Legal Requirement such term or provision referred to hereinabove or result in the creation of any Order mortgage, lien, encumbrance or charge upon the Membership Interests pursuant to which Seller, any such term or any of the Assets, may be subjectprovision; (iii) contravene, Breach or otherwise conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, permit, consent or approval that is held or being applied for by Seller or on behalf of Buyer or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.Membership Interests;

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract except as set forth on Part 3.2(b)(iv); (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”"SELLER'S CLOSING DOCUMENTS"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller's shareholders and directors board of Sellerdirectors. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax (other than Taxes arising from ownership of the Assets after the Closing); (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement the Sellers, this Agreement and certificate the other Transaction Documents to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will which they are a party constitute the legal, valid and binding obligation of Sellereach, as applicable, enforceable against it them in accordance with its terms. Seller has Except for the approval of the Interim Common Stockholder, the Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing the other Transaction Documents to which they are a party and to perform its their respective obligations under this Agreement hereunder and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellerthereunder. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller Interim or (B) any resolution adopted by the board of directors of Interim or (C) the Seller Stockholders; provisions of any agreement that the Sellers are party to; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerInterim, or any of the Interim Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Interim or that otherwise relates to the Interim Assets or to the Business; ; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Interim Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Interim Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), Seller is and except for the approval of the Interim Common Stockholder, Interim and the Sellers are not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller’s shareholders and directors board of Sellerdirectors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of document governing the Governing Documents operations of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach to Seller’s knowledge, Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement applicable law or any Order to which Seller, Seller or any of the Assets, Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Service Contract; (iv) Breach any material contract to which Seller Contractis a party; or (v) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of this Agreement, the Assignment and Assumption Agreement and each other agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller's shareholders and directors board of Sellerdirectors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the Seller Stockholdersof Seller; (ii) breach Breach (A) any provision of any of the Governing Documents of the LLCs or the LP or (B) any resolution adopted by the managing members of the LLCs or the general partner of the LP; (iii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, the LLCs, the LP, or any of the Assets, may be subject; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contractbusiness of Seller; (v) result in cause Buyer to become subject to, or to become liable for the imposition or creation of payment of, any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.Tax;

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the legalother documents delivered in connection with this Agreement (collectively, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Ancillary Documents”), each of Seller’s Closing Documents will ) constitute the legal, valid valid, and binding obligation obligations of Sellereach of the Seller Companies, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Seller Companies has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and Seller’s Closing the other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate or limited action by the Seller Stockholders and directors of SellerCompanies. (b) Neither the execution and delivery of this Agreement to which any of the Seller Companies is a party nor the consummation or performance of any of the Contemplated Transactions Transaction will, directly or indirectly (with or without notice or lapse of time), (i) breach contravene, violate, or conflict with any provision of any of the Governing Documents governing documents of the Seller Companies or any resolution adopted by the board their respective boards of directors or the Seller Stockholdersmanagers; (ii) breach or give afford any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transaction or to exercise any remedy or obtain any relief under any Legal Requirement or any Order Requirements to which Seller, or any of the Assets, Seller Companies may be subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization material governmental authorization that is held by Seller the Company or that otherwise relates to the Assets such entity or to the Business; (iv) materially breach any provision of, or materially give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Assumed Contract; (v) result in the imposition or creation of any Encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Assetsassets of the Company; or (vi) result in any Seller Stockholder Person having the right to exercise dissenters’ dissenter’s appraisal rightsrights which are not waived at or prior to the Effective Time; or (vii) cause the XPO Companies to become subject to, or liable for, any Tax. (c) Except as set forth in Part 3.2(con Schedule 2.2(c), none of the Seller Companies is not required to give any notice to or obtain any Consent consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransaction.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, Sellers enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller Sellers of the Remediation Contracts, the Lease and Option Agreement, and each other agreement and certificate to be executed or delivered by Seller any or all of Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Sellers’ Closing Documents”), each of Seller’s Sellers’ Closing Documents will constitute the legal, valid and binding obligation of Seller, each of Sellers and enforceable against it each of them in accordance with its terms. Seller has Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which they are a party and to perform its their obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has actions have been duly authorized by all necessary action by the Seller Stockholders and directors Sellers’ board of Sellerdirectors, managers or members, as applicable. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller Sellers or (B) any resolution adopted by the board of directors directors, members or the Seller Stockholders; managers of Sellers; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Sellers or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Sellers or that otherwise relates to the Assets or to the Business; business of Sellers; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax except for sales and use taxes which remain the responsibility of Buyer; (v) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Sellers’ Contract; ; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or or (vivii) result in any Seller Stockholder of the Sellers equityholders having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Section 3.2(c)) of the Disclosure Schedules, Seller is Sellers are not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “‘Seller’s Closing Documents”), each of the Seller’s Closing Documents will constitute the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by of Seller and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller Stockholders Seller’s Closing Documents to which it is a party and directors of Sellerto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Company; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Company or Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the Business; business of Company; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Neither Company nor Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the legalother documents entered into and delivered in connection with this Agreement (collectively, valid the “Ancillary Documents”) have been duly executed and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by be each Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will party thereto and constitute the legal, valid valid, and binding obligation obligations of Sellereach Seller party thereto, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each Seller has the absolute and unrestricted requisite right, power power, and authority to execute and deliver this Agreement and Seller’s Closing the other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate or limited liability company action by the Seller Stockholders and directors of each Seller. (b) Neither Except as set forth on Schedule 2.02(b), neither the execution and delivery of this Agreement or the Ancillary Documents to which any Seller is a party nor the consummation or performance of the transactions contemplated hereby by any of the Contemplated Transactions Seller will, directly or indirectly (with or without notice or lapse of time), (i) breach contravene, violate, or conflict with any provision of any of the Governing Documents governing documents of Seller or any resolution adopted by the board of directors or the Seller StockholdersSeller; (ii) breach or give afford any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under any Legal Requirement or any Order Requirements to which Seller, or any of the Assets, may be Seller is subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization material governmental authorization that is held by Seller or that otherwise relates to part of the Assets or to the BusinessPurchased Assets; (iv) subject to Section 1.10, contravene, conflict with, or result in a violation or breach of any provision of the terms or requirements of, or give any third Person the right to declare a default or exercise any remedy underrevoke, or to accelerate the maturity or performance ofwithdraw, or payment undersuspend, or to cancel, terminate terminate, or modify, or trigger any Seller Contractpenalty, right or change of control or assignment penalty or fee under, any Contract or other asset that is a Purchased Asset; (v) result in the imposition or creation of any Encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Purchased Assets; or (vi) contravene, conflict with, or result in a violation or breach of any Seller Stockholder having the right Legal Requirements to exercise dissenters’ appraisal rightswhich Sellers or their Affiliates are subject. (c) Except as set forth in Part 3.2(con Schedule 2.02(c), no Seller is not required to give any notice to or obtain any Consent consent from or give notice to any Person Governmental Authority in connection with the execution and delivery of this Agreement and the Ancillary Documents or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby and thereby.

Enforceability; Authority; No Conflict. (a) This Agreement and any other document executed in connection with this Agreement to which any Seller is a party constitutes the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by such Seller of each agreement and certificate to be executed or delivered by such Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Sellers Closing Documents”), each of Seller’s such Sellers Closing Documents Document will constitute the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Such Seller has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement, any other document executed in connection with this Agreement to which any Seller is a party, and Seller’s each Sellers Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement, any other document executed in connection with this Agreement to which any Seller is a party, and Seller’s Sellers Closing Documents, and such action has been duly authorized by all necessary action by such Seller’s respective board of directors (or equivalent thereof) and no other authorizations or actions on the part of any Seller Stockholders and directors are necessary except for the approval of Sellerthe equity holders of GES Holdings. (b) Neither Except as set forth in Schedule 3.2(b), assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement and/or any other document executed in connection with this Agreement to which any Seller is a party nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of contravene or conflict with the Governing Documents of such Seller or any resolution adopted by the such Seller’s board of directors (or the Seller Stockholdersequivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to such Seller, the Acquired Assets or the Business; (iii) give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, such Seller or any of the Assets, Acquired Assets may be subject; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by such Seller or that otherwise relates to the Acquired Assets or to the Business; (ivv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract (excluding Company Benefit Plans retained by Sellers); or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), such Seller is not required to give any notice to or obtain any Consent from any Person, whether pursuant to a Contract, Governmental Authorization or give notice to any Person Legal Requirement, in connection with the execution and delivery of this Agreement, any other document executed in connection with this Agreement to which any Seller is a party, and the Sellers Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Sellerthe State, through DOA, enforceable against it them in accordance with its terms. Upon the execution and delivery by Seller DOA of each any document or agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”)in connection with this Agreement, if any, each of Seller’s Closing Documents other agreement will constitute the legal, valid valid, and binding obligation of Sellerthe State, enforceable against it in accordance with its terms. Seller has DOA, through its lawfully designated agency or department heads, have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents any such other documents to which either of them is a party and to perform its their obligations under this Agreement and Seller’s Closing Documentssuch other documents, and such action has been duly authorized by all necessary action subject only to oversight by the Seller Stockholders Legislature and directors of Sellerthe Legislative Auditor. (b) Neither To DOA’s Knowledge, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereby will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach any provision of any statutory or regulatory authority which defines the powers and duties of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; DOA; (ii) breach or To DOA’s Knowledge, give any Governmental Body or other Person person the right to challenge any of the Contemplated Transactions or to exercise any successful remedy or obtain any relief under any Legal Requirement or any Order to which Seller, the State or any of the Assets, DOA may be subject; ; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body applicable to the State or DOA, the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the BusinessDOA; or (iv) breach any provision of, Cause UHC or give any Person the right LGHS to declare a default or exercise any remedy underbecome subject to, or to accelerate become liable for the maturity or performance payment of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any Liability of the Assets; State or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.DOA; (c) Except as set forth in Part 3.2(c)The State, Seller is through DOA, warrants that it will not required take any action, fail to obtain take any Consent action, enter into any agreement, or consummate any transaction that would prevent the State or DOA from performing the Contemplated Transactions or give notice to performing its obligations under this Agreement or any Person agreement delivered in connection with the execution and delivery of this Agreement or otherwise have a Material Adverse Effect on the consummation or performance Hospital without the prior written consent of any an authorized representative of the Contemplated TransactionsUHC.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Shareholder, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of each agreement and certificate the Transaction Documents to be executed or delivered by Seller which they are a party at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”)Closing, each of Seller’s Closing such Transaction Documents will constitute the legal, valid and binding obligation of Sellereach of Seller and the Shareholders, enforceable against it each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing the Transaction Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing the Transaction Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Shareholders and directors Seller's board of Sellerdirectors. Each Shareholder has all necessary legal capacity to enter into the Transaction Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSeller or either Shareholder, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or or (vivii) result in any shareholder of the Seller Stockholder having the right to exercise dissenters’ ' appraisal rights. (c) Except as set forth in Part Section 3.2(c)) of the Disclosure Schedule, neither Seller nor any Shareholder is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s `Sellers' Closing Documents”"), each of Seller’s the Sellers' Closing Documents will constitute the legal, valid and binding obligation of Sellereach Seller and of Company, enforceable against it each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers' Closing Documents, and such action has been duly authorized by all necessary action by of Sellers and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller Stockholders Sellers' Closing Documents to which it is a party and directors of Sellerto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Company; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Company or any Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the Business; business of Company; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Neither Company nor any Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or any of the Sellers' Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of the Consulting Agreement, the Lease Agreement and each agreement and other agreement, instrument, certificate or document to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders its owners and board of directors of Seller(or comparable governing body). (b) Neither Except as set forth in Schedule 5.2(b) of the Disclosure Schedule, and except as would not have a material adverse effect on Seller, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly transactions contemplated hereunder will (with or without notice or lapse of time), ): (i) violate or breach (A) any provision of any the articles of the Governing Documents incorporation or bylaws (or comparable governing documents) of Seller or (B) any resolution adopted by the board of directors (or comparable governing body) or the Seller Stockholders; owners of Seller; (ii) violate or conflict with the provisions of any Legal Requirements or breach or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereunder or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the BusinessSeller; or (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c)Schedule 5.2(c) of the Disclosure Schedule, Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereunder, the failure of which to obtain would have a material adverse effect on Seller.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legalAgreement, valid and binding obligation of Sellerall other agreements related hereto, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller's managing partners. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of the Governing Documents governing documents of Seller or any resolution adopted by the board managing partners of directors or the Seller Stockholders; Seller; (ii) breach or give any Governmental Body governmental body or other Person person or entity the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement legal requirement or any Order order to which Seller, Seller or any of the Assets, Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any Person person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result in the imposition or creation of any Encumbrance encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any Consent consent from any person or give notice to any Person entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller Sellers of each agreement and certificate to be executed or delivered by Seller Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s "Sellers' Closing Documents”"), each of Seller’s the Sellers' Closing Documents will constitute the legal, valid valid, and binding obligation of each Seller, enforceable against it each of them in accordance with its terms. Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers' Closing Documents to which such Seller is party and to perform its obligations under this Agreement and Seller’s the applicable Sellers' Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders shareholders and board of directors of SellerSRD and Inprop. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller either SRD or Inprop, or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of either SRD or Inprop; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Sellers or any of the Assets, may be subject; and (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), no Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller or the Company of each other agreement and certificate to be executed or delivered by Seller or the Company at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of the Seller’s Closing Documents will constitute the legal, valid and binding obligation of SellerSeller and/or the Company, enforceable against it it/them in accordance with its terms. Seller has and the Company have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents and to perform its their obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s and the Seller Stockholders Company’s shareholders and directors boards of Sellerdirectors. (b) Neither Except as set forth on Schedule 2.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or the Company or (B) any resolution adopted by the board of directors or the shareholders of Seller Stockholdersor the Company; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assets, Company may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or the Company that otherwise relates to the Assets or to the Business; (iv) breach cause Buyer or the Company to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract identified or required to be identified on Schedule 2.20(a); or; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of asset owned or used by the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsCompany. (c) Except as set forth in Part 3.2(con Schedule 2.2(c), neither Seller nor the Company is not or will be required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions; provided that, in the case of Contracts, this representation applies only to Contracts identified or required to be identified on Schedule 2.20(a).

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the Contemplated Transactions constitute the legal, valid valid, and binding obligation obligations of Seller, enforceable against it Seller in accordance with its terms. Upon the execution terms contained herein and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its termstherein. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing DocumentsAgreement, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time), ): (i) breach contravene, conflict with, or result in a violation of (A) any provision of any of the Governing Organizational Documents of Seller or either of the Targets, or (B) any resolution adopted by the board of directors or the Seller StockholdersSeller; (ii) breach contravene, conflict with, or give any Governmental Body or other Person the right to challenge any result in a violation of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, Seller may be subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, modify any Governmental Authorization that is held by Seller or that otherwise relates give any Governmental Body the right to challenge the Assets or to the BusinessContemplated Transactions; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contractcontract; or (v) result in cause either of the imposition Targets to become subject to or creation liable for the payment of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.Tax (c) Except as set forth in Part Schedule 3.2(c), Seller is will not be required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (d) Seller is and will be, on the Closing Date, the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances. Except as set forth on Schedule 3.2(a), there are no contracts relating to the issuance, sale, or transfer of any Shares, Membership Interest, or other equity securities of either of the Targets.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller Sellers of the transaction documents and each other agreement and certificate to be executed or delivered by Seller any or all of Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Sellers’ Closing Documents”), each of Seller’s Sellers’ Closing Documents will constitute the legal, valid valid, and binding obligation of each Seller, enforceable against it each of them in accordance with its terms. Each Seller has the absolute and unrestricted requisite company right, power and authority to execute and deliver this Agreement Agreement, and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s and/or the Sellers’ Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary limited liability company action by the Seller Stockholders Sellers’ directors and directors of Sellershareholders. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller Sellers or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Sellers; (ii) breach Breach or give any Governmental Body or other Person the right reasonable grounds to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSellers, or any of the Transferred Assets, may be subject; ; (iii) Except permits and licenses that cannot be assigned by Sellers, contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller Sellers or that otherwise relates to the Transferred Assets or to the Business; business of Sellers; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any material Seller Contract; or (v) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Transferred Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c)Sellers have given all notices to, Seller is not required to obtain or obtained any Consent from or give notice necessary to be obtained from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller upon execution of this Agreement and at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors its board of Sellerdirectors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions Transaction will, directly or indirectly (with or without notice or lapse laps of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; of Seller: (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.;

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerShareholder and Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller Shareholder and/or the Company of each agreement and certificate the other documents or agreements to be executed or delivered by Seller Shareholder and/or the Company at the Closing pursuant to Section 2.6(a) (collectively, the “SellerShareholder’s Closing Documents”), each of SellerShareholder’s Closing Documents will constitute the legal, valid and binding obligation of SellerShareholder and/or the Company, as the case may be, enforceable against it each of them in accordance with its terms. Seller has Shareholder and the Company have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Sellerthe other Shareholder’s Closing Documents to which either of them is a party and to perform its their respective obligations under this Agreement and Sellerthe Shareholder’s Closing Documents, and such action has been duly authorized by all necessary corporate action by Shareholder and the Seller Stockholders Company and directors of Sellerany required third party consents have been obtained. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller Shareholder or Company or (B) any resolution adopted by the board of directors of the Shareholder or the Seller Stockholders; Company; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Company or any of the Assets, Shareholder may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the Business; business of Company; (iv) breach Breach any material provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller material Company Contract; ; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsCompany’s assets. (c) Except as set forth in Part Schedule 3.2(c), Seller neither Company nor Shareholder is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerMitek, enforceable against it Mitek in accordance with its terms. Upon the execution and delivery by Seller Mitek of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller Mitek at the Closing pursuant to Section 2.6(a) (collectively, the “SellerMitek’s Closing Documents”), each of SellerMitek’s Closing Documents will constitute the legal, valid and binding obligation of SellerMitek, enforceable against it Mitek in accordance with its terms. Seller Mitek has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and SellerMitek’s Closing Documents and to perform its obligations under this Agreement and SellerMitek’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Mitek’s Board of Directors and directors of Sellerstockholders. (b) Neither Except as set forth in Part 5.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach any provision of any of the Governing Documents of Seller Mitek or any resolution adopted by the board Board of directors Directors or the Seller Stockholders; stockholders of Mitek; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which SellerMitek, or any of the Assetsits assets, may be subject; , except where such Breach or challenge would not have a Mitek Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Mitek or that otherwise relates to the Assets its assets or to the Business; business of Mitek, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Mitek Material Adverse Effect; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Mitek Contract; ; (v) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assetsits assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(c5.2(c), Seller Mitek is not required to give any notice to or obtain any Material Mitek Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of the Seller and the Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller the Sellers or the Company at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Sellers’ Closing Documents”), this Agreement and each of Seller’s Sellers’ Closing Documents will constitute the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its their respective terms. Each of the Seller and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its respective obligations under this Agreement and Seller’s each Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by of the Sellers and the Company. Each of the Seller Stockholders and directors of Sellerthe Company has all necessary legal capacity to enter into and deliver this Agreement and the Sellers’ Closing Documents to which it is a party and to perform its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement or any of the Sellers’ Closing Documents nor the consummation or performance of any of the Contemplated Transactions transaction contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time), ) (i) breach any provision of any of the Governing Documents governing documents of Seller the Company or any resolution or authorization adopted by the board managers or members of directors or the Seller StockholdersCompany; (ii) breach or give any Governmental Body governmental body or other Person person or entity the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement legal requirement or order to which the Company or any Order to which Seller, or any assets of the AssetsCompany, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization governmental authorization that is held by Seller the Company or that otherwise relates to the Assets assets or to the Businessbusiness of the Company; (iv) breach any provision of, or give any Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (v) result results in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; assets or (vi) result in any Seller Stockholder having equity of the right to exercise dissenters’ appraisal rightsCompany. (c) Except as set forth in Part 3.2(c), Neither the Company nor any Seller is not required to give any notice to or obtain any Consent consent from or give notice to any Person person in connection with the execution and delivery of this Agreement or any of the Sellers’ Closing Documents or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein other than as set forth on Schedule 5.2 (the "Consents").

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerHCT, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller HCT of each agreement and certificate the Closing Documents to be executed or and delivered by Seller at the Closing pursuant to it under Section 2.6(a) 2.3 (the “Seller’s HCT Closing Documents”), each of Seller’s the HCT Closing Documents will constitute the legal, valid and binding obligation of SellerHCT, enforceable against it in accordance with its termsterms except as such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity). Seller HCT has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s each of the HCT Closing Documents and to perform its obligations under this Agreement and Seller’s the HCT Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders directors and directors shareholders of SellerHCT. (b) Neither Except as set forth in Schedule 4.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Financing Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or HCT (B) any resolution or action adopted or taken by the board of officers, directors or the Seller Stockholders; shareholders of HCT; (ii) breach Breach or give any Governmental Body or any other Person the right to challenge any of the Contemplated Financing Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, HCT may be subject; ; (iii) contraveneContravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller HCT or that otherwise relates to the Assets or to the Business; ; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(cSchedule 4.2(c), Seller HCT is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Financing Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by the Sellers of the Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents Seller Document will constitute the legal, valid valid, and binding obligation of Sellereach Sellers, as applicable, enforceable against it each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar applicable Law from time to time in effect relating to or affecting the enforcement of creditors’ rights generally and general equitable principles. Each Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and Seller’s Closing Documents each Seller Document to which it is a party and to perform its obligations under this Agreement and Seller’s Closing the Seller Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders each Seller’s members and directors managers or shareholders and board of Sellerdirectors, as applicable. (b) Neither the execution and or delivery of this Agreement any Seller Document, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): 12 FINAL EXECUTION VERSION (ii)Breach (A) breach any provision of any of the Governing Documents of any Seller or (B) any resolution adopted by the members or board of directors or managers or the Seller Stockholdersshareholders of any Seller; (ii) breach or give ii)Give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Law or any Order to which any Seller, or any of the Acquired Assets, may be subject; (iii) contraveneiii)Contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by any Seller or that otherwise relates to the Acquired Assets or to to, the Insurance Business; (iv) iv)To the Knowledge of Sellers, other than with respect to Material Seller Contracts that require Consent in connection with an assignment of such Contract, breach in any material respect any provision of, or constitute a material default under, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modifymodify in any material respect, any Material Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.or

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Member, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Members of the Consulting Agreements, the Noncompetition Agreement, the Research and Development Agreement and each other agreement and certificate to be executed or delivered by any or all of Seller and Members at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Sellereach of Seller (if a party thereto) and the Members (if parties thereto), enforceable against it each of them in accordance with its terms. Seller has , except that the absolute and unrestricted right, power and authority to execute and deliver enforceability of this Agreement and Seller’s Closing Documents and may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to perform its obligations under this Agreement and Seller’s Closing Documentscreditors’ rights generally, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors general principles of Sellerequity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; Seller, (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSeller or either Member, or any of the Purchased Assets, may be subject; or (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (viiv) result in any member of the Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Section 3.2(c)) of the Disclosure Schedules, neither Seller nor either Member is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellerthe Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in law or in equity). Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller The Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documentsand, and such action has been duly authorized by all necessary action by the Seller Stockholders shareholders and board of directors of Sellerthe Company. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), ): (i) violate or constitute a breach of (A) any provision of any of the Governing Documents of Seller the Company or (B) any resolution adopted by the board of directors or the Seller Stockholdersshareholders of the Company; (ii) violate or constitute a breach of or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated herein or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, Company may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller the Company or that otherwise relates to the Assets or to business of the BusinessCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsShares; or (vivii) result in any Seller Stockholder shareholder of the Company having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c)on Section 4.2(c) of the Disclosure Schedule, Seller the Company is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.

Enforceability; Authority; No Conflict. (a) Seller has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Seller of this Agreement has been duly and validly approved by the Board of Directors of Seller, and no other actions or proceedings on the part of Seller is necessary to authorize this Agreement and the transactions contemplated hereby. Seller has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and delivery by Seller general principles of each agreement and certificate to be executed equity (regardless of whether such enforceability is considered in a proceeding in equity or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”law), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the The execution and delivery of this Agreement nor by Seller does not, and the performance by Seller of its obligations hereunder and the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time)time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of Seller under any of the terms, conditions or provisions of (i) breach any provision the certificate of any incorporation or bylaws of Seller, or (ii) subject to the taking of the Governing Documents actions described in paragraph (b) of this Section 3.2, (x) any Laws applicable to Seller or any resolution adopted by the board judgment, decree, order, writ, permit, or license of directors or the Seller Stockholders; (ii) breach or give any Governmental Body or other Person the right Entity applicable to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assetsits assets or properties, may be subject; or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Seller is a violation party or breach of by which Seller or any of its assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any Governmental Body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision ofaccelerations, or give any Person the right to declare a default or exercise any remedy underand creations and impositions of liens, or to accelerate the maturity or performance ofwhich, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect as to any of the Assets; foregoing, would not reasonably be expected to have a Material Adverse Effect on the Optoelectronics Business or (vi) would not result in any the inability of Seller Stockholder having to consummate the right to exercise dissenters’ appraisal rightstransactions contemplated by this Agreement. (c) Except as set forth in Part 3.2(c)No consent, Seller approval, order, or notice to or authorization of, or registration, declaration, or filing with, any Governmental Entity or other third party is not required to obtain any Consent from be made or give notice to any Person obtained by Seller (i) in connection with the execution and delivery of this Agreement or (ii) the consummation or performance by Seller of the transactions contemplated hereby, the failure to obtain any of which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the Contemplated Transactionsconsummation of the transactions contemplated hereby, other than such consents, approvals, orders, notices or authorizations, or registrations, declarations or filings as may be required to effect the provisions of Section 2.2.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate the documents to be executed or and delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing "Transaction Documents”"), each of Seller’s Closing the Transaction Documents will constitute the legal, valid valid, and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and Seller’s Closing the Transaction Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of SellerTransaction Documents to which it is a party. (b) Neither Except as set forth in and subject to the provisions of Schedule 2.02(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time), ): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of any the organizational documents of the Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) contravene, conflict with, or result in a violation or breach of, or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under under, any Legal Requirement Law or any Order to which SellerSeller or either Company, or any of the Assetsassets of either Company, may be subject; subject except where such contraventions, conflicts, violations, breaches, and rights (A) would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business, or (B) would occur as a result of the identity or the legal or regulatory status of Purchaser or its Affiliates; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller either Company or that otherwise relates to the Assets assets or to the business of either Company except where such contraventions, conflicts, violations, breaches, and rights (A) would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business; or (B) would occur as a result of the identity or the legal or regulatory status of Purchaser or its Affiliates; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller ContractContract included in the Acquired Assets except where such contraventions, conflicts, violations, breaches and rights would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business; or (v) result in the imposition or creation of any Encumbrance Lien upon or with respect to any of the Acquired Assets; , except for any imposition or (vi) result in creation of any Seller Stockholder having the right to exercise dissenters’ appraisal rightsLien imposed by any action of Purchaser or at Purchaser's direction. (c) Except as set forth in Part 3.2(cSchedule 2.02(c), neither of the Companies nor Seller is not required to give any notice to or obtain any Consent consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby except where failure to give such notice or obtain such consent would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Seller Buyer of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Buyer Closing Documents”), each of Seller’s the Buyer Closing Documents will constitute the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its their respective terms. Seller Buyer has the absolute all power, authority and unrestricted right, power and authority capacity to execute and deliver this Agreement and Seller’s the Buyer Closing Documents and to perform its obligations under this Agreement and Seller’s the Buyer Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) . Neither the execution and delivery of this Agreement or any Buyer Closing Document by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), ): (ia) breach Breach or otherwise conflict with any provision of the articles of formation, operating agreement, or any other governing documents of the Governing Documents of Seller Buyer, or contravene any resolution adopted by the board of directors Buyer or the Seller Stockholders; Buyer’s members or manager; (iib) breach Breach or otherwise conflict with any law, ordinance or regulation or judicial or administrative order to which Buyer may be subject, or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement law, ordinance or regulation or any Order judicial or administrative order to which Seller, or any of the Assets, Buyer may be subject; ; (iiic) contravene, Breach or otherwise conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, Permit, consent or approval that is held or being applied for by or on behalf of Buyer; (d) Cause Seller (or that otherwise relates any Affiliate thereof) to the Assets become subject to, or to become liable for the Businesspayment of, any tax, except for State or Federal income taxes or similar taxes imposed on Seller as a result of the Contemplated Transactions; or (ive) breach Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition contract or creation of any Encumbrance upon agreement to which Buyer is a party or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsby which Buyer is bound. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Seller Closing Documents”), each of Seller’s such Seller Closing Documents Document will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement and Seller’s each Seller Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement and Seller’s Seller Closing Documents, and such action has been duly authorized by all necessary action of Seller’s respective board of directors (or equivalent thereof) and, as of the Closing Date, by the Seller Stockholders and directors of Sellerstockholders. (b) Neither Assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach contravene or conflict with the Governing Documents of Seller; (ii) contravene or conflict with or constitute a violation of any provision of any of Legal Requirement or Order binding upon or applicable to Seller, the Governing Documents of Seller or any resolution adopted by the board of directors Acquired Assets or the Seller StockholdersBusiness; (iiiii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assets, Acquired Assets may be subject; (iiiiv) contravene, conflict with or result in a violation or material breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the Business; (ivv) materially breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller material Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), Seller is not required to give any notice to or obtain any Consent from any Person, whether pursuant to a Governmental Authorization, Legal Requirement or give notice to any Person material Contract, in connection with the execution and delivery of this Agreement and Seller Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes Each of Seller and the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller Company has the absolute and unrestricted all requisite right, power power, and authority to execute and deliver this Agreement and Seller’s Closing the other Seller Transaction Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and each such action has been duly authorized by all necessary action corporate or limited liability company action, as the case may be. This Agreement and the other Seller Transaction Documents have been duly executed and, when duly executed by all Parties and delivered by Seller and the Company, constitute the legal, valid, and binding obligations of the Seller Stockholders or the Company, as the case may be, enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency and directors other similar Laws affecting the enforceability of Sellercreditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (b) Neither Except as set forth on Schedule 2.3(b), neither the execution and delivery of this Agreement or the Seller Transaction Documents, nor the consummation or performance of any of the Contemplated Transactions Transaction will, directly or indirectly (with or without notice or lapse of time), ): (i) breach contravene, violate, or conflict with any provision of any of the Governing Documents governing documents of the Seller or the Company or any resolution adopted by the board their respective boards of directors or the Seller Stockholdersboard of managers; (ii) breach or give afford any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transaction or to exercise any remedy or obtain any relief under any Legal Requirement or any Order Requirements to which Seller, either Seller or any of the Assets, may be Company is subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization material governmental authorization that is held by Seller the Company or that otherwise relates to the Assets or to the Business; (iv) constitute a material breach of any material provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Material Contract; (v) result in the imposition or creation of any Encumbrance material Lien (other than Permitted Liens) upon or with respect to any of the Assetsmaterial assets of the Company; or (vi) result in any Seller Stockholder Person having the right to exercise dissenters’ dissenter’s appraisal rightsrights which are not waived at or prior to the Closing. (c) Except as set forth in Part 3.2(con Schedule 1.9(e), neither Seller nor the Company is not required to give any notice to or obtain any Consent consent from or give notice to any Person (including without limitation any Governmental Authority) in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransaction except as would not, individually or in the aggregate, have a Material Adverse Effect.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellereach Company, enforceable against it such Company in accordance with its terms. Upon the execution and delivery by Seller of each other agreement and certificate to be executed or delivered by Seller a Company at the Closing pursuant to Section 2.6(a) (each, a “Company Closing Document” and collectively, the “Seller’s Company Closing Documents”), each of Seller’s such Company Closing Documents Document will constitute the legal, valid and binding obligation of Sellersuch Company, enforceable against it such Company in accordance with its respective terms. Seller Each Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Company Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s such Company Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders such Company’s board of directors and directors of Sellershareholders. (b) Neither Except as set forth in Schedule 6.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller any Company or (B) any resolution adopted by the board of directors or the Seller Stockholdersshareholders of any Company; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Sellera Company, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller a Company or that otherwise relates to the Assets or to the Business; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(cSchedule 6.2(c), Seller no Company is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Seller Buyer of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller Buyer at the Closing pursuant to Section 2.6(a) (collectively, the “SellerBuyer’s Closing Documents”), each of SellerBuyer’s Closing Documents will constitute the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Seller Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Sellerthe Buyer’s Closing Documents and to perform its obligations under this Agreement and Sellerthe Buyer’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Buyer’s Board of Directors and directors of Sellerstockholders. (b) Neither Except as set forth in Part 5.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach any provision of any of the Governing Documents of Seller Buyer or any resolution adopted by the board Board of directors Directors or the Seller Stockholders; stockholders of Buyer; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which SellerBuyer, or any of the Assetsits assets, may be subject; , except where such Breach or challenge would not have a Buyer Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer or that otherwise relates to the Assets its assets or to the Business; business of Buyer, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Buyer Material Adverse Effect; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Buyer Contract; ; (v) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assetsits assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(c5.2(c), Seller Buyer is not required to give any notice to or obtain any Material Buyer Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each any other agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and Seller’s board of directors of and, prior to Closing, will have been authorized by Seller’s shareholders. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assets, Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax that may be imposed by any Governmental Body in the State of Minnesota; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), and except for the approval of Seller’s shareholders, Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller each Seller, as applicable, of the Xxxx of Sale, the Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Assignment of Marks, the Assignment of Patents, the Assignment of Copyrights, the Royalty Agreement, the Supply Agreement, the Transitional Services Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement and each agreement and certificate other document or instrument to be executed or delivered by such Seller at Closing (collectively, the Closing pursuant to Section 2.6(a) (the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid valid, and binding obligation of Sellereach Seller that is a party thereto, enforceable against it in accordance with its terms. Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors each Seller's board of Sellerdirectors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or adversely modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; Procuren Operations; (iv) breach cause Buyer to become subject to, or to become liable for, the payment of any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or , in each case of (i) through (vi) above, the result in of which could reasonably expected to have a material adverse effect on the financial condition of the Procuren Operations or the Assets as a whole or the operation of any Seller Stockholder having of the right to exercise dissenters’ appraisal rightsFacilities individually. (c) Except as set forth in Part Schedule 3.2(c), Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. Subject to the approvals set forth on Schedule 8.2:‌ (a) This Agreement constitutes the legaland any and all agreements, valid documents and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution instruments to which LSU is a party and delivery by Seller of each agreement which are executed and certificate to be executed or delivered by Seller at the Closing LSU pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will this Agreement constitute the legal, valid and binding obligation obligations of SellerLSU, enforceable against it LSU in accordance with its terms. Seller LSU has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents such other agreements, documents and instruments to perform its obligations under this Agreement and Seller’s Closing Documents, which it is a party and such action has actions have been duly authorized by all necessary action by LSU’s Board of Supervisors. A copy of the Seller Stockholders and directors of Sellerauthorizing consent resolution or meeting minutes as certified by LSU’s board secretary is attached as Exhibit 8.2(a). (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (indirectly, with or without notice or lapse of time), : (i) breach any provision of any of the Governing Documents of Seller or Breach any resolution adopted by the board LSU Board of directors or the Seller Stockholders; Supervisors; (ii) breach Cause BRFHH or give any Governmental Body or other Person the right BRF to challenge any of the Contemplated Transactions become subject to, or to exercise become liable for the payment of, any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any Liability of the Assets, may be subjectLSU; or (iii) contraveneResult in the LSUHSC-S GME Programs violating any rules, conflict with policies, procedures or accreditation requirements of ACGME or otherwise result in a violation or breach of any of in: (1) the terms or requirements of, or give any Governmental Body the right LSUHSC-S GME Programs ceasing to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held be accredited by Seller or that otherwise relates to the Assets or to the BusinessACGME; (iv2) breach any provision of, or give any Person the right LSUHSC-S GME Programs ceasing to declare a default or exercise any remedy under, or to accelerate be funded by the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsState; or (vi3) result in LSU ceasing to comply with or satisfy any Seller Stockholder having CMS reimbursement requirements or regulations applicable to the right to exercise dissenters’ appraisal rightsLSUHSC-S GME Programs. (c) Except as set forth in Part 3.2(c)LSU warrants that it will not take any action, Seller fail to take any action, enter into any agreement or consummate any transaction that would prevent LSU from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement, document or instrument to which it is not required to obtain any Consent from or give notice to any Person a party and which is executed and delivered in connection with the execution and delivery of this Agreement or otherwise materially and adversely affect the consummation Hospitals or performance the LSUHSC-S GME Programs without the prior written consent of any an authorized representative of the Contemplated TransactionsBRFHH.

Enforceability; Authority; No Conflict. (a) This Upon the execution and delivery by it, this Agreement constitutes and the other Transaction Documents to which it is a party constitute the legal, valid and binding obligation of SellerWizzard, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller Wizzard has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing the other Transaction Documents to which it is a party and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors Wizzard's board of Sellerdirectors. (b) Neither Except as set forth in the Wizzard SEC Reports (as defined below), neither the execution and delivery of this Agreement any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller Wizzard, or (B) any resolution adopted by the board of directors or the Seller Stockholders; of Wizzard; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Wizzard or any of the Assetstheir assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Wizzard or that otherwise relates to the Assets its assets or to the Businessits business; or (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Wizzard Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(cthe Wizzard SEC Reports (as defined below), Seller Wizzard is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) Buyer has all requisite power and authority to enter into this Agreement and the documents to be delivered by Buyer at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This Agreement has been duly executed and delivered by Buyer and, assuming the due execution and delivery of this Agreement by Sellers, constitutes the a legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has the Contemplated Transactions have been duly authorized by all necessary action by Buyer’s managing member. No further limited liability company or member action is necessary on the Seller Stockholders part of Buyer to execute and directors of Sellerdeliver this Agreement or to consummate the Contemplated Transactions. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision Conflict with or violate the articles of any organization or operating agreement of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; Buyer; (ii) breach Conflict with, constitute a breach, violation or termination of any provision of, or give rise to any Governmental Body right of termination, cancellation or other Person the acceleration, or loss of any right to challenge any of the Contemplated Transactions or to exercise any remedy benefit or obtain any relief both, under any Legal Requirement or any Order material Contract to which Seller, or any of the Assets, may be subjectBuyer is a party; or (iii) To Buyer’s Knowledge, contravene, conflict with or result in a violation or breach of any of the terms Governmental Authorization, Legal Requirement or requirements of, or give any Governmental Body the right Order applicable to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Buyer or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightswhich Buyer may be subject. (c) Except as set forth in Part 3.2(c), Seller Buyer is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of each other agreement and certificate to be executed or delivered by Seller Seller, as applicable, at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Seller Closing Documents”), each of Seller’s Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its respective terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Seller Closing Documents and to perform its obligations under this Agreement and Seller’s Seller Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders EVP’s Members and directors of SellerManagers. (b) Neither Except as set forth in Schedule 6.2 (b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller EVP or (B) any resolution adopted by the board Members or Managers of directors or the Seller StockholdersEVP; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerEVP, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller EVP or that otherwise relates to the Assets or to the Business; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller EVP Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(cSchedule 6.2 (c), Seller EVP is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Owner, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of this Agreement, and each other agreement and certificate to be executed or delivered by Seller or Owner at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Seller Closing Documents”), each of Seller’s such Seller Closing Documents Document will constitute the legal, valid and binding obligation of SellerSeller and/or Owner, as applicable, enforceable against it in accordance with its terms. Seller and each Owner has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement and Seller’s each Seller Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement and Seller’s Seller Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller’s respective board of directors (or equivalent thereof) and directors of Sellerequity holders. (b) Neither Assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of contravene or conflict with the Governing Documents of Seller or any resolution adopted by the Seller’s board of directors (or the Seller Stockholdersequivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to Seller, the Owners, the Acquired Assets or the Business; (iii) give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, the Owners or any of the Assets, Acquired Assets may be subject; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Seller, the Owners or that otherwise relates to the Acquired Assets or to the Business; (ivv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), neither Seller nor any Owner is not required to give any notice to or obtain any Consent from any Person, whether pursuant to a Contract, Governmental Authorization or give notice to any Person Legal Requirement, in connection with the execution and delivery of this Agreement and the Seller Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) Sellers each have full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Sellers of this Agreement have been duly and validly approved by the Board of Directors of Sellers, and no other actions or proceedings on the part of Sellers are necessary to authorize this Agreement and the transactions contemplated hereby. Sellers have each duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of SellerSellers, enforceable against it them in accordance with its terms. Upon the execution , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and delivery by Seller general principles of each agreement and certificate to be executed equity (regardless of whether such enforceability is considered in a proceeding in equity or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”law), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the The execution and delivery of this Agreement nor by Sellers does not, and the performance by Sellers of their respective obligations hereunder and the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time)time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the respective assets or properties of Sellers under any of the terms, conditions or provisions of (i) breach any provision the certificate of any incorporation or bylaws of the Governing Documents of Seller or any resolution adopted by the board of directors XXX, or the Seller Stockholders; articles of incorporation or bylaws of Lyte, or (ii) breach subject to the taking of the actions described in paragraph (b) of this Section 3.2, (x) any Laws applicable to Sellers or give any judgment, decree, order, writ, permit, or license of any Governmental Body or other Person the right Entity applicable to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Sellers or any of the Assetstheir assets or properties, may be subject; or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Sellers are a violation party or breach of by which Sellers or any of their respective assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any Governmental Body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision ofaccelerations, or give any Person the right to declare a default or exercise any remedy underand creations and impositions of liens, or to accelerate the maturity or performance ofwhich, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect as to any of the Assets; foregoing, would not reasonably be expected to have a Material Adverse Effect on the Optoelectronics Business or (vi) would not result in any Seller Stockholder having the right inability of Sellers to exercise dissenters’ appraisal rightsconsummate the transactions contemplated by this Agreement. (c) Except as set forth in Part 3.2(c)No consent, Seller approval, order, or notice to or authorization of, or registration, declaration, or filing with, any Governmental Entity or other third party is not required to obtain any Consent from be made or give notice to any Person obtained by Sellers (i) in connection with the execution and delivery of this Agreement or (ii) the consummation or performance by Sellers of the transactions contemplated hereby, the failure to obtain any of which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the Contemplated Transactionsconsummation of the transactions contemplated hereby, other than such consents, approvals, orders, notices or authorizations, or registrations, declarations or filings as may be required to effect the provisions of Sections 2.6, 2.12, 2.13 or 2.14.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s ‘Sellers’ Closing Documents”), each of Seller’s the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of Sellereach Seller and of Company, enforceable against it each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by of Sellers and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller Stockholders Sellers’ Closing Documents to which it is a party and directors of Sellerto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Company; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Company or any Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the Business; business of Company; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Neither Company nor any Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or any of the Sellers’ Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) Buyer has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Buyer of this Agreement has been duly and validly approved by the Board of Directors of Buyer, and no other actions or proceedings on the part of Buyer are necessary to authorize this Agreement and the transactions contemplated hereby. Buyer has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it in accordance with its terms. Upon the execution , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and delivery by Seller general principles of each agreement and certificate to be executed equity (regardless of whether such enforceability is considered in a proceeding in equity or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”law), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the The execution and delivery of this Agreement nor by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time)time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of Buyer under any of the terms, conditions or provisions of (i) breach any provision the articles of any incorporation or bylaws of the Governing Documents of Seller Buyer, or any resolution adopted by the board of directors or the Seller Stockholders; (ii) breach subject to the taking of the actions described in paragraph (b) of this Section 4.2, (x) any Laws applicable to Buyer or give any judgment, decree, order, writ, permit, or license of any Governmental Body or other Person the right Entity applicable to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Buyer or any of the Assetsits assets or properties, may be subject; or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Buyer is a violation party or breach of by which Buyer or any of its assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any Governmental Body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision ofaccelerations, or give any Person the right to declare a default or exercise any remedy underand creations and impositions of liens, or to accelerate the maturity or performance ofwhich, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect as to any of the Assets; foregoing, would not reasonably be expected to have a Material Adverse Effect on its business, or (vi) would not result in any Seller Stockholder having the right inability of Buyer to exercise dissenters’ appraisal rightsconsummate the transactions contemplated by this Agreement. (c) Except as set forth in Part 3.2(c)No consent, Seller approval, order, or notice to or authorization of, or registration, declaration, or filing with, any Governmental Entity is not required to obtain any Consent from be made or give notice to any Person obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation or performance of any by Buyer of the Contemplated Transactionstransactions contemplated hereby, the failure to obtain which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for such filings, authorization, orders and approvals as may be required of state and local Governmental Entities.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or and delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract except as set forth on Part 3.2(b)(iv); (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its termsSeller. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement Table of Contents and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller’s members and directors board of Sellermanagers. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors managers or the Seller Stockholders; members of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSeller or CoveyLink, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or or (vivii) result in any member of the Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part on Schedule 3.2(c), neither Seller nor CoveyLink is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) a. This Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against it Seller in accordance with its terms, except as enforceability is limited by the Enforceability Exceptions. Upon the execution and delivery by Seller of each agreement and certificate to be All other documents executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid valid, and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller , except as enforceability is limited by the Enforceability Exceptions. x. Xxxxxx has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and Seller’s the other documents delivered at Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documentsany other documents delivered at Closing. x. Xxxxxxxxx is the only member of Seller and has duly authorized the execution, delivery, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors performance of Sellerthis Agreement. (b) Neither x. Xxxxxxx the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach ): x. Xxxxxx any provision of any of the Governing Documents of Seller or any resolution adopted by the board members of directors or the Seller Stockholders; (either party; ii) breach . Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement statute or regulation or any Order to which Seller, Seller or any of the Assets, Assets may be subject; (; iii) contravene. cause Buyer to become subject to, conflict or to become liable for the payment of, any Tax, other than Taxes applicable to Buyer in connection with or result in a violation or breach of any the operation of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (Business after Closing; iv) breach . Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Assumed Contract; (v) or v. result in the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.. ​ (c) e. Except as otherwise set forth in Part 3.2(c)Schedule C.2, neither Seller nor Principal is not required to give notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellerthe State, through DOA, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each any document or agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”)in connection with this Agreement, each of Seller’s Closing Documents such other agreement will constitute the legal, valid and binding obligation of Sellerthe State, through DOA, enforceable against it the State, through DOA, in accordance with its terms. Seller DOA has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents such other documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellerother documents. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions hereby will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach any provision of any of the Governing Documents of Seller applicable governing statutes or any resolution adopted by the board of directors or the Seller Stockholders; authorities; (ii) breach or To DOA’s Knowledge, give any Governmental Body or other Person person the right to validly challenge any of the Contemplated Transactions Transactions, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Seller, or any of the Assets, State may be subject; ; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the BusinessState; or (iv) breach any provision of, Cause UMCMC or give any Person the right LCMC to declare a default or exercise any remedy underbecome subject to, or to accelerate become liable for the maturity or performance payment of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any Liability of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsState. (c) Except as set forth in Part 3.2(c)The State, Seller is through DOA, warrants that it will not required take any action, fail to obtain take any Consent action, enter into any agreement or consummate any transaction that would prevent the State from performing the Contemplated Transactions or give notice to performing its obligations under this Agreement or any Person agreement delivered in connection with the execution and delivery of this Agreement or otherwise have a Material Adverse Effect on the consummation or performance Hospital without the prior written consent of any an authorized representative of the Contemplated TransactionsUMCMC.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s ‘Sellers’ Closing Documents”), each of Seller’s the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of Sellereach Seller and of Company, enforceable against it each of them in accordance with its terms. Seller Each of Sellers and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by of Sellers and Company. Each of Sellers and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller Stockholders Sellers’ Closing Documents to which it is a party and directors of Sellerto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Company; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Company or any Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the Business; business of Company; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Neither Company nor any Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or any of the Sellers’ Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, Seller enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, Seller enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller’s shareholders and directors board of Sellerdirectors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Businessbusiness of Seller; or (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerParagon and Stonehaven, enforceable against it Paragon and Stonehaven in accordance with its terms. Upon Paragon and Stonehaven each have the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its their respective obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellerhereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Paragon or Stonehaven will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Organizational Documents of Seller Paragon or Stonehaven, or (B) any resolution adopted by the partners of Paragon or the board of directors trustees or the Seller Stockholders; stockholders of Stonehaven; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerParagon or Stonehaven, or any of the Assetstheir assets or properties, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Paragon or Stonehaven or that otherwise relates to the Assets assets or properties, or to the Business; business, of Paragon or Stonehaven; (iv) cause Stonehaven to become subject to, or to become liable for the payment of, any Tax; (v) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; Contract to which Paragon or Stonehaven, or any of their assets or properties may be subject; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assetsassets or properties of Paragon or Stonehaven; or or (vivii) result in any Seller Stockholder holder of Common Stock having the right to exercise dissenters’ appraisal rightsrights as a holder of Common Stock. (c) Except as set forth in Part 3.2(cSchedule 4.2(c), Seller neither Paragon nor Stonehaven is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the legalother Transaction Documents and the transactions contemplated herein and therein have each been duly approved and authorized by the Board of Directors of Transferors, valid and binding obligation no approval by the shareholders of Seller, enforceable against it Transferors is required in accordance with its termsorder for Transferors to enter into this Agreement or any other Transaction Documents or to consummate the transactions set forth herein or therein. Upon the execution and delivery by Seller Transferors of this Agreement and each agreement and certificate to be executed or delivered by Seller at other Transaction Document, the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Transaction Documents will constitute the legal, valid and binding obligation of SellerTransferors, enforceable against it in accordance with its termsterms except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Seller Each of the Transferors has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing the other Transaction Documents and to perform its their obligations under this Agreement and Seller’s Closing the other Transaction Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of SellerTransferors. (b) Transferors are not required to obtain any Consent from or give prior notice to its shareholders or any Person in connection with the execution and delivery of this Agreement and the Transaction Documents or the consummation or performance of any of the Contemplated Transactions. (c) Neither the execution and delivery of this Agreement by Transferors nor the consummation or performance of any of the Contemplated Transactions by Transferors will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of contravene or conflict with the Governing Documents of Seller any Transferor or any resolution adopted by the Transferors’ board of directors (or the Seller Stockholdersan equivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Law, judgment, injunction, order or decree binding upon or applicable to Transferors or the Transferred Assets; (iii) give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Law or any Order order to which Seller, Transferors or any of the Assets, Transferred Assets may be subject; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Transferors or that otherwise relates to the Assets or to the BusinessTransferred Assets; (ivv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance Lien upon or with respect to any of the Transferred Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) Buyer has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Buyer of this Agreement has been duly and validly approved by the Board of Directors of Buyer, and no other actions or proceedings on the part of Buyer are necessary to authorize this Agreement and the transactions contemplated hereby. Buyer has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it in accordance with its terms. Upon the execution , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and delivery by Seller general principles of each agreement and certificate to be executed equity (regardless of whether such enforceability is considered in a proceeding in equity or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”law), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the The execution and delivery of this Agreement nor by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time)time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of Buyer under any of the terms, conditions or provisions of (i) breach any provision the organizational documents of any of the Governing Documents of Seller Buyer, or any resolution adopted by the board of directors or the Seller Stockholders; (ii) breach subject to the taking of the actions described in paragraph (b) of this Section 4.2, (x) any Laws applicable to Buyer or give any judgment, decree, order, writ, permit, or license of any Governmental Body or other Person the right Entity applicable to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Buyer or any of the Assetsits assets or properties, may be subject; or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Buyer is a violation party or breach of by which Buyer or any of its assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any Governmental Body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision ofaccelerations, or give any Person the right to declare a default or exercise any remedy underand creations and impositions of liens, or to accelerate the maturity or performance ofwhich, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect as to any of the Assets; foregoing, would not reasonably be expected to have a Material Adverse Effect on its business, or (vi) would not result in any Seller Stockholder having the right inability of Buyer to exercise dissenters’ appraisal rightsconsummate the transactions contemplated by this Agreement. (c) Except as set forth in Part 3.2(c)No consent, Seller approval, order, or notice to or authorization of, or registration, declaration, or filing with, any Governmental Entity is not required to obtain any Consent from be made or give notice to any Person obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation or performance of any by Buyer of the Contemplated Transactionstransactions contemplated hereby, the failure to obtain which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for such filings, authorization, orders and approvals as may be required of state and local Governmental Entities.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Ancillary Documents will constitute the legal, valid and binding obligation obligations of Sellereach of the XPO Companies, enforceable against it the XPO Companies in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the XPO Companies has the necessary corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its termsobligations hereunder and thereunder, and to consummate the Transaction. Seller Each of the XPO Companies has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing the other Ancillary Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate or limited liability company action by the Seller Stockholders XPO and directors of SellerBuyer. (b) Neither the execution and delivery of this Agreement to which either of the XPO Companies is a party nor the consummation or performance of any of the Contemplated Transactions Transaction by the XPO Companies will, directly or indirectly (with or without notice or lapse of time), (i) breach contravene, violate or conflict with any provision of any of the Governing Documents governing documents of Seller the XPO Companies or any resolution adopted by the board their respective boards of directors or the Seller Stockholdersmanagers; (ii) breach contravene or give conflict with or constitute a violation of any Governmental Body or other Person the right to challenge provision of any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any material Legal Requirement binding upon or any Order applicable to which Sellerthe XPO Companies, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any loss of material benefits to the XPO Companies) under any of the terms terms, conditions or requirements ofprovisions of any material note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which the XPO Companies is a party or any of its properties or assets may be bound, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the creation or imposition or creation of any Encumbrance upon Lien on the XPO Companies’ properties or with respect to any of the Assets; or assets (vi) result except as contemplated by after-acquired property clauses in any Seller Stockholder having the right to exercise dissenters’ appraisal rightssecurity agreements and other financing documents). (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by such Seller of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by such Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Seller Closing Documents”), each of Seller’s such Seller Closing Documents Document will constitute the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Such Seller has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement and Seller’s each Seller Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement and Seller’s Seller Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders such Seller’s respective board of directors (or equivalent thereof) and directors of Sellerequity holders. (b) Neither Assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions Acquisition will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of contravene or conflict with the Governing Documents of such Seller or any resolution adopted by the such Seller’s board of directors (or the Seller Stockholdersequivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to such Seller, the Acquired Assets or the Business; (iii) give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Acquisition or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, such Seller or any of the Assets, Acquired Assets may be subject; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by such Seller or that otherwise relates to the Acquired Assets or to the Business; (ivv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), such Seller is not required to give any notice to or obtain any Consent from any Person, whether pursuant to a Contract, Governmental Authorization or give notice to any Person Legal Requirement, in connection with the execution and delivery of this Agreement and the Seller Closing Documents or the consummation or performance of any of the Contemplated TransactionsAcquisition.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Sellereach Buyer Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller Each Buyer Party has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documentsconsummate the Contemplated Transactions, and such action has actions have been duly authorized by all necessary action by the Seller Stockholders and directors of Sellercorporate (or other entity) action. (b) Neither the execution The execution, delivery and delivery performance by each Buyer Party of this Agreement nor and the consummation or performance of any of the Contemplated Transactions willTransactions, directly or indirectly (with or without notice or lapse of time), does not and will not: (i) breach violate any provision of any of the Governing Documents of Seller such Buyer Party, or any resolution adopted by the board of directors or the Seller Stockholdersshareholders (or similar management group) of such Buyer Party; (ii) breach or give any Governmental Body or other Person the right to challenge any assuming receipt of the Contemplated Transactions consents set forth in Schedule 5.2(c), violate or to exercise conflict with any remedy or obtain any relief under provisions of any Legal Requirement Requirements or any Order to which Seller, or any of the Assets, may be such Buyer Party is subject; (iii) contraveneexcept as set forth on Schedule 5.2(b)(iii) (the “Buyer Required Consents”), violate, conflict with or with, result in a violation or breach of any of the terms or requirements of, constitute (with due notice or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate lapse of time or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (ivboth) breach any provision of, or give any Person the right to declare a default or exercise cause any remedy underobligation, penalty or premium to arise or accrue under any Contract to which such Buyer Party is a party or by which it is bound or to accelerate the maturity which any of its properties or performance of, assets is subject; or payment under, or to cancel, terminate or modify, any Seller Contract; (viv) result in the creation or imposition or creation of any Encumbrance (except for Permitted Encumbrances) upon or with respect to any of the Assets; properties or (vi) result assets of the Parent business. Each Buyer Party has all necessary authorizations and approvals necessary in any Seller Stockholder having connection with this Agreement or the right to exercise dissenters’ appraisal rightsconsummation of the Contemplated Transactions. (c) Except as set forth in Part 3.2(cSchedule 5.2(c), Seller no consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body or any Third Party is not required to obtain any Consent from be made or give notice to any Person obtained by either Buyer Party in connection with the execution execution, delivery, and delivery performance of this Agreement or the consummation or performance of any of the Contemplated Transactions, including the conduct of the Company Business.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the collectively, “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the of Seller Stockholders and directors Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; analogous governing body or shareholders of Company. (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Company or Seller, or any Assets of the AssetsCompany , may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets of Company or to the Business; business of Company; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsAssets of Company . (c) Except as set forth in Part 3.2(c), Seller is not Neither Company nor Sellers are required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each of the Seller’s Closing 's Documents and to perform its obligations under this Agreement all the transactions contemplated hereby and Seller’s Closing Documents, thereby and such action has been duly authorized by all necessary action by Seller's board of directors. This Agreement constitutes, and when duly executed at the Seller Stockholders Closing, each of the Seller's Documents will constitute, the legal, valid and directors binding obligation of Seller, enforceable against Seller in accordance with its terms. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach conflict with or result in a violation of or default under (A) any provision of the articles or certificate of incorporation or bylaws or other organizational documents of Seller, (B) any statute, order, decree, proceeding, rule, or regulation of any court or governmental agency or body, United States or foreign, applicable to the Governing Documents of Seller or any resolution adopted by the board of directors Purchased Business or the Seller Stockholders; Assigned Assets, (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, the Purchased Business or any of the Acquired Assets, may be subject; (iii) contravene, conflict with or result in a default or violation or breach of any of the terms or requirements of, or give any Third Party or Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit or Governmental Authorization that is held by Seller or that otherwise relates to the Assets Purchased Business or to the BusinessAcquired Assets; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) conflict with or result in a violation of or default under any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any of the Seller ContractContracts included in the Acquired Assets; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(cSchedule 4.2(c), Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Company of this Agreement and each agreement and certificate other document to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the collectively, “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the of Seller Stockholders and directors Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; analogous governing body or shareholders of Company. (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Company or Seller, or any Assets of the AssetsCompany , may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets of Company or to the Business; business of Company; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Company Contract; or (v) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rightsAssets of Company. (c) Except as set forth in Part 3.2(c), Seller is not Neither Company nor Sellers are required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Seller Buyer of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller Buyer at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Buyer Closing Documents”), each of Seller’s Buyer Closing Documents will constitute the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Seller Buyer has the absolute and unrestricted right, full power and authority to execute and deliver this Agreement and Seller’s each Buyer Closing Documents Document to which it is a party and to perform its obligations under this Agreement and Seller’s Buyer Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors Buyer’s board of Sellerdirectors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach any provision of any of contravene or conflict with the Governing Documents of Seller Buyer or any resolution adopted by the Buyer’s board of directors or the Seller Stockholdersstockholders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to Buyer; (iii) give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, Buyer may be subject; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer; or that otherwise relates to the Assets or to the Business; (ivv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contractcontract or agreement to which Buyer is a party or pursuant to which Buyer’s assets are bound; (v) result in the imposition or creation of any Encumbrance upon or except with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as occurrences set forth in Part 3.2(cclauses (iii) through (v), Seller is where any such occurrence would not required materially and adversely affect the ability of Buyer to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of consummate the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSpartan, Jiroch and Xxxxxx, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller Spartan of each other agreement and certificate to be executed or delivered by Seller any or all of Spartan, Jiroch and 19 Xxxxxx at the Closing pursuant to Section 2.6(a) (the “Seller’s collectively, "Spartan's Closing Documents”"), each of Seller’s Spartan's Closing Documents will constitute the legal, valid and binding obligation of Sellereach of Spartan, Jiroch and Xxxxxx enforceable against it each of them in accordance with its terms. Seller Spartan has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Spartan's Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Spartan's Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Sellercorporate action. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller Spartan or (B) any resolution adopted by the board of directors or the Seller Stockholders; of Spartan; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise Spartan and relates to the Assets or to the Business; ; (iv) breach materially Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller ContractContract of Spartan that would have a material effect on the Business, provided that all Material Consents are obtained at or prior to Closing; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights, except for Permitted Encumbrances. (c) Except as set forth in Part 3.2(c), Seller Spartan is not required to obtain any Consent from or give notice to any Person in connection with as a condition to the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Shareholder, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Escrow Agreement, the Employment Agreement, the Noncompetition Agreement and each other agreement and certificate to be executed or delivered by any or all of Seller and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of Sellereach of Seller and the Shareholders, enforceable against it each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller Stockholders Seller's Closing Documents to which such Shareholder is a party and directors of Sellerto perform his obligations hereunder and thereunder. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSeller or either Shareholder, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or or (vivii) result in any shareholder of the Seller Stockholder having the right to exercise dissenters’ ' appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor either Shareholder is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller’s Members and directors of SellerManager. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors Manager or the Seller Stockholders; Members of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which each Seller, or any of the Assets, may be subject; , except where such Breach or challenge would not have a Seller Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Seller Material Adverse Effect; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Seller Contract; ; (v) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any Material Seller Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) 3.2.1 This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each other agreement and certificate to be executed or delivered by any or all of Seller at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Seller’s shareholders and directors board of Sellerdirectors. (b) 3.2.2 Neither the execution and delivery of this Agreement nor the consummation completion or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or of the Seller Stockholders; Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, Seller or any of the Assets, may be subject; ; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach Cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (vvi) result Result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (cvii) Except as set forth in Part 3.2(c), Require the approval of the shareholders or creditors of the Seller. The Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation completion or performance of any of the Contemplated TransactionsTransaction.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach any provision of any of the Governing Documents of Seller or any resolution adopted by the board of directors or the Seller Stockholders; , (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Upon the execution and delivery by it, this Agreement constitutes and the other Transaction Documents to which it is a party constitute the legal, valid and binding obligation of Sellerthe Selling Parties, as applicable, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller Each Selling Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing the other Transaction Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary action by the Seller Stockholders board of directors (or equivalent governing body) of each Selling Party and directors by special resolution of the shareholders of Seller. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement any of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller any Selling Party or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of any Selling Party; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Sellerany Selling Party, or any of the AssetsAcquired Asset, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller a Selling Party or that otherwise relates to the Acquired Assets or to the Business; ; (iv) breach cause Buyer to become subject to, or to become liable for the payment of, any Tax, except as described in Section 2.10; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part Schedule 3.2(c), Seller none of the Selling Parties is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement and the Ancillary Documents constitutes the legal, valid valid, and binding obligation obligations of Sellereach of the Seller Parties, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Each Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and Seller’s Closing the other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and Seller’s Closing Documentsthereunder, and such action has been duly authorized by all necessary action by the Company and each Subsidiary, and their respective shareholders and board of directors and the Seller Stockholders and directors of SellerParties. (b) Neither the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party nor the consummation or performance of any of the Contemplated Transactions contemplated thereby will, directly or indirectly (with or without notice or lapse of time), (i) breach contravene, violate, or conflict with any provision of any of the Governing Documents governing documents of Seller the Company or any Subsidiary or any resolution adopted by the their respective board of directors or the Seller Stockholdersdirectors; (ii) breach or give afford any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order Requirements to which Sellerany of the Seller Parties , or any of the AssetsShares, may be subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization governmental authorization that is held by Seller the Company or any Subsidiary or that otherwise relates to the Assets or to the Businesseither such entity; (iv) except as set out in Schedule 2.3(b), breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Material Contract; (v) result in the imposition or creation of any Encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Assetsassets of the Company or any Subsidiary; or (vi) result in any Seller Stockholder Person having the right to exercise dissenters’ dissenter’s appraisal rightsrights which are not waived at or prior to the Effective Time. (c) Except as set forth in Part 3.2(c), None of the Seller Parties is not required to give any notice to or obtain any Consent consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This The obligations of the Sellers under this Agreement constitutes the constitute legal, valid and binding obligation obligations of Sellerthe Sellers, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller the Sellers of each other agreement and certificate or document to be executed or delivered by Seller any or all of the Sellers at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Sellers’ Closing Documents”), the Sellers’ obligations under each of Seller’s the Sellers’ Closing Documents to which any Seller is a party will constitute the legal, valid and binding obligation obligations of Sellersuch Person, enforceable against each of him, her or it in accordance with its terms. Each Seller has the absolute and unrestricted right, legal capacity, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which he, she or it is a party and to perform his, her or its obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller the Company or (B) any resolution or agreement adopted by the board of directors or the Seller Stockholdersshareholders of the Company; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement Law or any Order to which the Company or any Seller, or any of the Shares or Assets, may be subject; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization Authorisation that is held by Seller the Company or that otherwise relates to the its Assets or to the Businessbusiness of the Company; (iv) breach cause the Company to become subject to, or to become liable for the payment of, any Tax other than the payment of stamp duty relating to the transfer and registration of the Shares pursuant to this Agreement; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract or any Contract to which a Seller Contractis a party; (vvi) result in the imposition or creation of any Encumbrance Lien upon or with respect to any of the AssetsAssets or the Shares; or (vivii) result in the Company suffering any Seller Stockholder having claims under Part 30 of the right Companies Xxx 0000; or result in any grant, subsidy or financial assistance from any Governmental Body being required to exercise dissenters’ appraisal rightsbe repaid. (c) Except as set forth in Part 3.2(c), Neither the Company nor any Seller is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (d) In relation to each of the Sellers: (i) no statutory demand has been served on any of them nor are there any grounds for believing that they are unable to pay any debts within the meaning of Section 268 of the Insolvency Xxx 0000; (ii) no petition has been presented and no order made for the bankruptcy of any of them or for the appointment of a receiver over any of their assets; (iii) no Lien has been enforced and no distress, execution or other process has been levied, on or over any of the Shares or any assets held by them; and (iv) no proposal has been made in respect of an individual voluntary arrangements, pursuant to the Insolvency Xxx 0000.

Enforceability; Authority; No Conflict. Subject to the approvals set forth on Schedule 8.2: (a) This Agreement constitutes the legaland any and all agreements, valid documents and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution instruments to which LSU is a party and delivery by Seller of each agreement which are executed and certificate to be executed or delivered by Seller at the Closing LSU pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will this Agreement constitute the legal, valid and binding obligation obligations of SellerLSU, enforceable against it LSU in accordance with its terms. Seller LSU has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents such other agreements, documents and instruments to perform its obligations under this Agreement and Seller’s Closing Documents, which it is a party and such action has actions have been duly authorized by all necessary action by LSU’s Board of Supervisors. A copy of the Seller Stockholders and directors of Sellerauthorizing consent resolution or meeting minutes as certified by LSU’s board secretary is attached as Exhibit 8.2(a). (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (indirectly, with or without notice or lapse of time), : (i) breach any provision of any of the Governing Documents of Seller or Breach any resolution adopted by the board LSU Board of directors or the Seller Stockholders; Supervisors; (ii) breach Cause BRFHH or give any Governmental Body or other Person the right BRF to challenge any of the Contemplated Transactions become subject to, or to exercise become liable for the payment of, any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any Liability of the Assets, may be subjectLSU; or (iii) contraveneResult in the LSUHSC-S GME Programs violating any rules, conflict with policies, procedures or accreditation requirements of ACGME or otherwise result in a violation or breach of any of in: (1) the terms or requirements of, or give any Governmental Body the right LSUHSC-S GME Programs ceasing to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held be accredited by Seller or that otherwise relates to the Assets or to the BusinessACGME; (iv2) breach any provision of, or give any Person the right LSUHSC-S GME Programs ceasing to declare a default or exercise any remedy under, or to accelerate be funded by the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsState; or (vi3) result in LSU ceasing to comply with or satisfy any Seller Stockholder having CMS reimbursement requirements or regulations applicable to the right to exercise dissenters’ appraisal rightsLSUHSC-S GME Programs. (c) Except as set forth in Part 3.2(c)LSU warrants that it will not take any action, Seller fail to take any action, enter into any agreement or consummate any transaction that would prevent LSU from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement, document or instrument to which it is not required to obtain any Consent from or give notice to any Person a party and which is executed and delivered in connection with the execution and delivery of this Agreement or otherwise materially and adversely affect the consummation Hospitals or performance the LSUHSC-S GME Programs without the prior written consent of any an authorized representative of the Contemplated TransactionsBRFHH.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Shareholder, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Escrow Agreement, the Employment Agreement and each other agreement and certificate to be executed or delivered by any or all of Seller and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Sellereach of Seller and the Shareholders, enforceable against it each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller Stockholders Seller’s Closing Documents to which such Shareholder is a party and directors of Sellerto perform his obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Seller Stockholders; shareholders of Seller; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSeller or either Shareholder, or any of the Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the Business; business of Seller; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (v) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (vi) result in the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; or or (vivii) result in any shareholder of the Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor either Shareholder is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon , except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the execution availability of specific performance and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its termsother equitable remedies. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents and to perform its obligations under this Agreement and Seller’s Closing DocumentsAgreement, and such action has been duly authorized by all necessary requisite corporate action by on the Seller Stockholders and directors part of Seller. (b) Neither Except as set forth in Schedule 3.2(b) and except for Liquor License Agency Approval, and subject to the provisions of Section 2.9, (i) neither the execution and delivery of this Agreement by Seller nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): A. Breach (i1) breach any provision of any of the Governing Documents of Seller Seller, or (2) any resolution adopted by the board sole member of directors or the Seller StockholdersSeller; (ii) breach B. Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerSWH, the Business, or any of the Assets, may be subject; (iii) C. require the Consent, notice or other action by any Person under, contravene, conflict with or with, result in a violation or breach Breach of any of the terms or requirements of, constitute a default or give an event that would constitute a default under, result in the acceleration of or create in any Person or Governmental Body the right to accelerate, revoke, withdraw, suspend, cancel, terminate or modify, any Contract or Governmental Authorization that to which SWH is held a party or by Seller which SWH or the Business is bound or that otherwise relates to the Assets or to the Business; (iv) breach D. Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Contract; (v) or E. result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsAssets other than Permitted Encumbrances; and (ii) no Consent, approval, Governmental Authorization, declaration or (vi) result in filing with, or notice to, any Governmental Body is required by or with respect to Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the documents contemplated hereby in the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby and thereby.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerParascript, enforceable against it Parascript in accordance with its terms. Upon the execution and delivery by Seller Parascript of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Seller Parascript at the Closing pursuant to Section 2.6(a) (collectively, the “SellerParascript’s Closing Documents”), each of SellerParascript’s Closing Documents will constitute the legal, valid and binding obligation of SellerParascript, enforceable against it Parascript in accordance with its terms. Seller Parascript has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and SellerParascript’s Closing Documents and to perform its obligations under this Agreement and SellerParascript’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders Parascript’s Members and directors of SellerManager. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach any provision of any of the Governing Documents of Seller Parascript or any resolution adopted by the board of directors Manager or the Seller Stockholders; Members of Parascript; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, or to exercise any remedy or obtain any relief under under, any Legal Requirement or any Order to which Sellereach Parascript, or any of the Assetsits assets, may be subject; , except where such Breach or challenge would not have a Parascript Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Parascript or that otherwise relates to the Assets assets or to the Business; business of Parascript, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Parascript Material Adverse Effect; (iv) breach Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Material Parascript Contract; ; (v) result in the imposition or creation of any material Encumbrance upon or with respect to any of the AssetsParascript’s assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights.or (c) Except as set forth in Part 3.2(c), Seller Parascript is not required to give any notice to or obtain any Material Parascript Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller Parties of each agreement and certificate to be executed or delivered by Seller Parties at the Closing pursuant to Section 2.6(a2.7(a) (the “Seller’s Seller Closing Documents”), each of Seller’s the Seller Closing Documents will constitute the legal, valid and binding obligation of SellerSeller Parties, enforceable against it in accordance with its terms. Seller has Parties each have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Seller Closing Documents and to perform its their respective obligations under this Agreement and Seller’s the Seller Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors Members, board of managers of Seller, members of Seller Sub and board of managers of Seller Sub. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), (i) breach any provision of any of the Governing Documents of Seller Parties or any resolution adopted by the board boards of directors managers of Seller Parties or the Seller StockholdersMembers or members of Seller Sub; (ii) breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Parties or that otherwise relates to the Assets or to the Business; (iv) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder Member having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(con Schedule 2.7(a), neither Seller nor Seller Sub is not required to obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of SellerShareholder, enforceable against it Shareholder in accordance with its terms. Upon the execution and delivery by Seller of each other agreement and certificate to be executed or delivered by Seller Shareholder, as applicable, at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Shareholder Closing Documents”), each of Seller’s Shareholder Closing Documents will constitute the legal, valid and binding obligation of SellerShareholder, enforceable against it Shareholder in accordance with its respective terms. Seller Shareholder has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Shareholder Closing Documents and to perform its obligations under this Agreement and Seller’s Shareholder Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders TEC’s Shareholder and directors Board of SellerDirectors. (b) Neither Except as set forth in Schedule 6.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time), ): (i) breach Breach (A) any provision of any of the Governing Documents of Seller TEC or (B) any resolution adopted by the board Board of directors Directors or the Seller StockholdersShareholder of TEC; (ii) breach Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which SellerTEC, or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller TEC or that otherwise relates to the Assets or to the Business; (iv) breach cause Acquirer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller TEC Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vi) result in any Seller Stockholder having the right to exercise dissenters’ appraisal rights. (c) Except as set forth in Part 3.2(cSchedule 6.2(c), Seller TEC is not required to give any notice to or obtain any Consent from or give notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.