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 such Seller Party enforceable against such Seller Party 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). If and to the extent applicable, upon the execution and delivery by such Seller Party and any of its Subsidiaries of the Related Agreements to which each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of such Seller Party and such respective Subsidiaries, enforceable against each 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). Such Seller Party and its Subsidiaries has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which each is a party, and to perform their obligations and consummate the transactions contemplated hereby and thereby, and such action has been duly authorized by all necessary corporate action. No Default or Event of Default (as such terms are defined in the BNP Facility) has occurred or is continuing under the BNP Facility (other than as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby). (b) The execution, delivery and performance by such Seller Party of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which each is a party, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (i) violate any provision of such Seller Party’s or any of its respective Subsidiaries’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which such Seller Party, its Subsidiaries or the Transferred Assets may be subject; (iii) violate, conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 3.2(c), no Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by such Seller Party or any of its Subsidiaries (including the Transferred Companies) in connection with such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller’s or its Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core Businesses.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller Party Seller, enforceable against such Seller Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or transfer or other similar laws Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity)the fact that specific performance or other equitable remedies are within the discretion of any court. If and to the extent applicable, upon Upon the execution and delivery by such Seller Party Seller, Parent, and any Member of its Subsidiaries of the Related Agreements each Transaction Document to which each it is a partyparty by Seller, Parent, or the Member each of such Related Agreements Transaction Document will constitute the legal, valid and binding obligation of such Seller Party and such respective Subsidiarieseach of Seller, Parent, or the Member, as the case may be, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or transfer or other similar laws Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity)the fact that specific performance or other equitable remedies are within the discretion of any court. Such Seller Party and its Subsidiaries has the requisite absolute and unrestricted right, power and authority to execute and deliver this Agreement and each of the Related Agreements Transaction Documents to which each it is a party, party and to perform their its obligations under this Agreement and consummate the transactions contemplated hereby and therebysuch Transaction Documents, and such action has been duly authorized by all necessary corporate action. No Default action by Member and Seller’s board of managers. (b) Except as set forth in Part 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or Event performance of Default any of the Contemplated Transactions will, directly or indirectly (as such with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller (B) any resolution adopted by the board of managers or 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 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 are defined 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 any of its Subsidiaries or that otherwise relates to the Assets or to the business of Seller or any of its Subsidiaries; (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 Assumed Contract; or (v) result in the BNP Facility) has occurred imposition or is continuing under creation of any Encumbrance upon or with respect to any of the BNP Facility Assets, (other than Encumbrances to be imposed in connection with Buyer’s financing of the Contemplated Transaction). (c) Except as a result set forth in Part 3.2(c) of the Disclosure Schedule, Seller is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby). (b) The execution, delivery and or performance by such Seller Party of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which each is a party, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (i) violate any provision of such Seller Party’s or any of its respective Subsidiaries’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which such Seller Party, its Subsidiaries or the Transferred Assets may be subject; (iii) violate, conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated herebyContemplated Transactions. (c) Except as set forth in Schedule 3.2(c), no Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by such Seller Party or any of its Subsidiaries (including the Transferred Companies) in connection with such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller’s or its Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core Businesses.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller Party enforceable against such Seller Party 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). If and to the extent applicable, upon the execution and delivery by such Seller Party and any of its Subsidiaries of the Related Agreements to which each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of such Seller Party and such respective Subsidiaries, enforceable against each 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). Such Each such Seller Party and such of its Subsidiaries has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which each is a party, and to perform their obligations and consummate the transactions contemplated hereby and thereby, and such action has been duly authorized by all necessary corporate action. No Default or Event of Default (as such terms are defined in the BNP Facility) has occurred or is continuing under the BNP Facility (other than as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby). (b) The execution, delivery and performance by such Seller Party of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which each is a party, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (i) violate any provision of such Seller Party’s or any of its respective such Subsidiaries’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which such Seller Party, its Party or Subsidiaries or the Transferred Assets may be subject; (iii) violate, conflict with, result in a breach ofof or loss of any benefit under, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which a Transferred the Company is a party, by which any Transferred the Company is bound or to which a Transferred the Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, assets is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the Combined Business (including the Transferred Assets)Company, including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Company Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 3.2(c), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental ApprovalAuthorization), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by such Seller Party or any of its Subsidiaries (including the Transferred CompaniesCompany) in connection with such Seller Party’s execution, delivery, delivery and performance of this Agreement and, as applicable, such SellerSeller Party’s or its such Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core Businesses.

Enforceability; Authority; No Conflict. (a) This Agreement and the Amendments constitutes the legal, valid and binding obligation obligations of such Seller Party Ramius, enforceable against such Seller Party Ramius 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). If and to the extent applicable, upon Upon the execution and delivery by such Seller Party and any of its Subsidiaries Ramius of the Related other Ancillary Agreements to which each it is a party, each of such Related Agreements agreements will constitute the legal, valid and binding obligation of such Seller Party and such respective SubsidiariesRamius, enforceable against each Ramius 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). Such Seller Party and its Subsidiaries Ramius has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements executed (or to be executed thereby) to which each it is a party, and to perform their its obligations under this Agreement and consummate the transactions contemplated hereby and therebysuch Ancillary Agreements, and such action has been duly authorized by all necessary corporate limited liability company action. No Default or Event of Default . (as such terms are defined in the BNP Facilityb) has occurred or is continuing under the BNP Facility (other than as a result of Neither the execution and delivery of this Agreement or the applicable Ancillary Agreements by Ramius nor the consummation or performance of the transactions contemplated hereby). (b) The execution, delivery and performance by such Seller Party any of this Agreement or the execution and delivery by such Seller Party applicable Ancillary Agreements will, directly or indirectly (with or without notice or lapse of time): (i) Breach any of its Subsidiaries provision of any of the Related Agreements to which each is a party, and the consummation Governing Documents of the transactions contemplated hereby and thereby, does not and will not: (i) violate any provision of such Seller Party’s or any of its respective Subsidiaries’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group); Ramius; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with Breach any provisions of any Legal Requirements Law or any Order to which such Seller Party, its Subsidiaries or the Transferred Assets Ramius may be subject; or (iii) violatecontravene, conflict with, with or result in a breach of, constitute (with due notice violation or lapse Breach of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties terms or assets requirements of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 3.2(c), no Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required applicable to be made or obtained by such Seller Party or any of its Subsidiaries (including the Transferred Companies) in connection with such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller’s or its Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core BusinessesRamius.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller Party the CAG Parties and the LLCs enforceable against such Seller Party each 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). If and to the extent applicable, upon Upon the execution and delivery by such Seller Party the CAG Parties and any of its Subsidiaries the LLCs of the Related Agreements to which each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of such Seller Party CAG Parties and such respective Subsidiariesthe LLCs, enforceable against each 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). Such Seller Party Each of the CAG Parties and its Subsidiaries each of the LLCs has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which each is a party, and to perform their its obligations hereunder and thereunder and consummate the Contemplated Transactions and the transactions contemplated hereby and therebyunder the Related Agreements, and such action has been duly authorized by all necessary corporate or other entity action. No Default or Event of Default (as such terms are defined in the BNP Facility) has occurred or is continuing under the BNP Facility (other than as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby). (b) The execution, delivery and performance by such Seller each CAG Party and the LLCs of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which each is a party, and the consummation of the Contemplated Transactions and the transactions contemplated hereby and therebyunder the Related Agreements, does not and will not: (i) except as set forth on Schedule 3.2(b), violate any provision of such Seller Party’s its or any of its respective Subsidiariesthe CTG Companies’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any material provisions of any Legal Requirements or any Order to which such Seller Party, its Subsidiaries it or any of the Transferred Assets CTG Companies may be subject; (iii) except as set forth on Schedule 3.2(b) (the “CAG Required Consents”), violate, conflict with, result in a material breach of, constitute (with due notice or lapse of time or both) a material default or cause any material obligation, penalty or penalty, premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) payment to arise or accrue under any CTG Business Material Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party it or any of its Subsidiaries the CTG Companies is a party or by which it or any of its Subsidiaries the CTG Companies is bound or to which any of such Seller Party’s its or any of its Subsidiariesthe CTG Companies’ respective properties or assets, or the Transferred Assets, assets is subject; or (iv) result in the creation or imposition of any Encumbrance (except Permitted Encumbrances and any Encumbrances imposed directly or indirectly by Investor) upon any of the properties or assets of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined CTG Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 3.2(c), no Consentmaterial consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including or any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by such Seller Party any of the CAG Parties, the LLCs or any of its Subsidiaries (including the Transferred Companies) CTG Companies in connection with such Seller Party’s the execution, delivery, and performance of this Agreement and, as applicable, such Seller’s (excluding for this purpose Section 7.10(b)(ii)) or its Subsidiaries’, the execution and delivery of the Related Agreements or the consummation of the Contemplated Transactions or the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration under the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core BusinessesRelated Agreements.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller Party enforceable against such Seller Party 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). If and to the extent applicable, upon the execution and delivery by such Seller Party and any of its Subsidiaries of the Related Agreements to which each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of such Seller Party and such respective Subsidiaries, enforceable against each 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). Such Seller Party and its Subsidiaries has the requisite right, power and authority to execute and deliver enter into this Agreement and each of the Related Agreements to which each is a partydocuments and agreements contemplated herein (collectively, the “Transaction Documents”) and to perform their obligations and consummate the transactions contemplated hereby herein and thereby, and such action has been duly authorized by all necessary corporate actiontherein. No Default or Event of Default (as such terms are defined in the BNP Facility) has occurred or is continuing under the BNP Facility (other than as a result of the The execution and delivery of this Agreement or and the consummation of the transactions contemplated hereby). (b) The execution, delivery and performance Transaction Documents by such Seller Party of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which each is a partySeller, and the consummation of the transactions contemplated hereby and thereby, does not have been duly authorized by all necessary action on the part of Seller. This Agreement and will not: the Transaction Documents have been duly executed and delivered by Seller and, assuming due execution and delivery by Buyer, this Agreement and each of the Transaction Documents constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, and subject, as to enforceability, to (i) violate any provision of such Seller Party’s or any of its respective Subsidiariesbankruptcy, insolvency, fraudulent transfer, moratorium, reorganization and other similar laws affecting creditors’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group)rights generally; and (ii) assuming the receipt general principles of all approvals set forth in Schedules 3.2(c) equity, including principles of commercial reasonableness, good faith and 4.2(c), violate or conflict with any provisions fair dealing (regardless of any Legal Requirements or any Order to which such Seller Party, its Subsidiaries or the Transferred Assets may be subject; (iii) violate, conflict with, result whether enforcement is sought in a breach of, constitute (with due notice proceeding at law or lapse of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to equity). Neither the Closing) to arise or accrue under any Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 3.2(c), no Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by such Seller Party or any of its Subsidiaries (including the Transferred Companies) in connection with such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller’s or its Subsidiaries’, execution and delivery of this Agreement or the Related Agreements or Transaction Documents by Seller nor the consummation of the transactions contemplated hereby constitutes a violation of any provision of the governing documents of Seller or violates, or is in conflict with, or constitutes a default under any material agreement or commitment to which Seller is a party or by which Seller is bound, or violates any statute or law or any judgment, decree, order, regulation or rule of any court or Authority. Except as set forth on Schedule 4.1(b), Seller is not required to give any notice to or obtain any consent from any Authority or other person in connection with the execution and delivery of this Agreement and the Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core Businesses.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the Amendments constitute the legal, valid and binding obligation obligations of such Seller Party the UniCredit Parties that are parties thereto, enforceable against such Seller Party each of them 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). If and to the extent applicable, upon Upon the execution and delivery by such Seller Party and any of its Subsidiaries the applicable UniCredit Parties of the Related other Ancillary Agreements to which each it is a party, each of such Related Agreements agreements so executed thereby will constitute the legal, valid and binding obligation of such Seller Party and such respective SubsidiariesUniCredit Party, enforceable against each 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). Such Seller Party and its Subsidiaries Each of the UniCredit Parties has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements executed (or to be executed thereby) to which each it is a party, and to perform their its obligations under this Agreement and consummate the transactions contemplated hereby and therebysuch Ancillary Agreements, and such action has been duly authorized by all necessary corporate or limited liability company action. No Default or Event of Default . (as such terms are defined in the BNP Facilityb) has occurred or is continuing under the BNP Facility (other than as a result of Neither the execution and delivery of this Agreement or the applicable Ancillary Agreements by the UniCredit Parties nor the consummation or performance of the transactions contemplated hereby). (b) The execution, delivery and performance by such Seller Party any of this Agreement or the execution and delivery such Ancillary Agreements by such Seller Party or any of its Subsidiaries them will, directly or indirectly (with or without notice or lapse of time): (i) Breach any provision of any of the Related Agreements to which each is a party, and the consummation Governing Documents of the transactions contemplated hereby and thereby, does not and will not: (i) violate any provision of UniCredit Party executing or delivering such Seller Party’s or any of its respective Subsidiaries’ Governing Documents, or any resolution adopted by its board of directors or shareholders (or similar management group); agreement; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with Breach any provisions of any Legal Requirements Law or any Order to which the UniCredit Party executing or delivering such Seller Party, its Subsidiaries or the Transferred Assets agreement may be subject; or (iii) violatecontravene, conflict with, with or result in a breach of, constitute (with due notice violation or lapse Breach of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties terms or assets requirements of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 3.2(c), no Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization applicable to the UniCredit Party executing or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by delivering such Seller Party or any of its Subsidiaries (including the Transferred Companies) in connection with such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller’s or its Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core Businessesagreement.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller each Buyer Party enforceable against such Seller Party 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). If and to the extent applicable, upon Upon the execution and delivery by such Seller each Buyer Party and any of its Subsidiaries of the Related Agreements to which each it is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of such Seller Party and such respective Subsidiarieseach Buyer Party, enforceable against each 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). Such Seller Each Buyer Party and its Subsidiaries has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which each it is a party, and to perform their its obligations and consummate the Contemplated Transactions and the transactions contemplated hereby and therebyunder the Related Agreements, and such action has been duly authorized by all necessary corporate (or other entity) action. No Default or Event of Default (as such terms are defined in the BNP Facility) has occurred or is continuing under the BNP Facility (other than as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby). (b) The Except as set forth on Schedule 4.2(b) (such actions listed on Schedule 4.2(b), the "Investor Required Consents"), the execution, delivery and performance by such Seller each Buyer Party of this Agreement (excluding, for this purpose, Section 7.10(b)(ii)) or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which each it is a party, and the consummation of the Contemplated Transactions and the transactions contemplated hereby and therebyunder the Related Agreements, does not and will not: (i) violate any provision of the Governing Documents of such Seller Buyer Party’s or any of its respective Subsidiaries’ Governing Documents, or any resolution adopted by its the board of directors or shareholders (or similar management group)) of such Buyer Party; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any material provisions of any Legal Requirements or any Order to which such Seller Party, its Subsidiaries or the Transferred Assets Buyer Party may be subject; or (iii) violate, conflict with, result in a material breach of, constitute (with due notice or lapse of time or both) a material default or cause any material obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Buyer Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of such Seller Party’s or any of its Subsidiaries’ respective properties or assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets is subject. Each Buyer Party has all necessary limited liability company authorizations and approvals necessary in connection with this Agreement or the Related Agreements or the consummation of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation Contemplated Transactions or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iv) above, as would not have and would not reasonably be expected to have a Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated herebyunder the Related Agreements. (c) Except as set forth in Schedule 3.2(c4.2(c), no Consentmaterial consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by such Seller each Buyer Party or any of its Subsidiaries (including the Transferred Companies) in connection with such Seller Party’s the execution, delivery, and performance of this Agreement and(excluding, as applicablefor this purpose, such Seller’s Section 7.10(b)(ii)) or its Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and therebyContemplated Transactions, except any Consent, approval, authorization of, declaration, filing, or registration including the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability conduct of the Combined Business to conduct the Combined Core BusinessesCTG Business.