Common use of No Conflict; Required Filings and Consents Clause in Contracts

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company such Shareholder do not, and the performance of this Agreement and the Settlement Agreement by the Company such Shareholder will not, (i) if applicable, conflict with or violate the Certificate of Incorporation or By-laws or equivalent other organizational documents of the Company or any of its subsidiariessuch Shareholder, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") Law applicable to the Company or any of its subsidiaries such Shareholder or by which any property or asset of the Company or any of its subsidiaries such Shareholder is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance any Encumbrance on any property or asset of the Company or any of its subsidiaries such Shareholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, transactions contemplated hereby or otherwise prevent the Company such Shareholder from performing its its, his or her obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company such Shareholder do not, and the performance of this Agreement and the Settlement Agreement by the Company such Shareholder will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactionstransactions contemplated hereby, or otherwise prevent the Company such Shareholder from performing its its, his or her obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (iA) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of (assuming the Company or any of its subsidiaries, (iiStockholder Approval is obtained) conflict with or violate any foreign provision of the Company Certificate or domestic statuteCompany By-laws, law(B) (assuming that all consents, ordinanceapprovals, regulation, rule, code, executive order, injunction, judgment, decree authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or other order ("Law"expired) conflict with or violate any Law applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which, which with notice or lapse of time or both, both would become a default) under, under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any noteContract, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Company Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") Entity or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents the Certificate of Merger as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, the Company Stockholder Approval and (iiB) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and the NRS and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.5(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices set forth on Section 4.5(a) of the Company Disclosure Schedule, have been made, obtained or given, the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesOrganizational Documents, (ii) conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or "“blue sky" ” laws ("“Blue Sky Laws"”) and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.Laws, the New Jersey Industrial Site Recovery pre-merger notification requirements of the HSR Act, the Connecticut Transfer Act), (C) and filing with and recordation of appropriate merger documents as required by Delaware Law the DGCL and (D) transfer tax and other filings as required by applicable state lawthe NRS, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have or would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Settlement Agreement Other Agreements by the Company do not, and the performance of this Agreement and the Settlement Agreement consummation by the Company of the Contemplated Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Laws of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected, except, with respect to clauses in the case of clauses, (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of any of the TransactionsContemplated Transactions in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement or any of the Settlement AgreementOther Agreements in any material respect, and would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement Other Agreements by the Company do not, and the performance of this Agreement and the Settlement Agreement Other Agreements and the consummation by the Company of the transactions contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body Governmental Body (a "Governmental Authority"as hereinafter defined) or any other person, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") or any state securities or "blue sky" laws ("Blue Sky Laws"). For purposes of this Agreement "Governmental Body" shall mean any: (a) and state takeover lawsnation, (B) applicable requirementsstate, if anycommonwealth, province, territory, county, municipality, district or other jurisdiction of any applicable sonature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-called state "property transfer acts" governmental authority of any nature (e.g.including any governmental division, the New Jersey Industrial Site Recovery Actdepartment, the Connecticut Transfer Actagency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement Transaction Agreements by the Company do not, and the performance of this Agreement and the Settlement Agreement Transaction Agreements by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign United States or domestic other statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement Transaction Agreements by the Company do not, and the performance of this Agreement and the Settlement Agreement Transaction Agreements by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission (including any stock exchange or inter-dealer quotation system) or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or ), other than any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, filings necessary to comply with federal and state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any foreign United States or domestic non-United States national, state, provincial, municipal, county or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected, or (iii) other than as described in Section 4.05(a) of the Disclosure Schedule, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant toto or under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or Merger, or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or the Settlement Agreementand would not have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalUnited States or non-United States national, state, provincial, municipal, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (Cii) filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawLaw, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or the Merger, or otherwise prevent or materially delay the Company from performing its obligations under the Settlement this Agreement and this Agreementwould not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate articles of Incorporation association, certificate of incorporation or By-laws bylaws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiaries, (ii) subject to obtaining the Company Required Approvals, conflict with or violate any foreign or domestic treaty, statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of or by any Governmental Authority ("Law"“Laws”) applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, affected or (iii) subject to obtaining the consents listed in Section 4.05(a) of the Disclosure Schedule, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien other encumbrance than a Permitted Lien on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationSubsidiaries, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementOffer and would not have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state takeover and state securities or "“blue sky" laws ("Blue Sky ” Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Actrules or regulations of NASDAQ, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax HSR Act and other filings as required by applicable state lawAntitrust Laws, and Environmental Laws (the foregoing, together with those items listed on Section 4.05(b) of the Disclosure Schedule, collectively, the “Company Required Approvals”), and (ii) where the failure to obtain such any actions, licenses, consents, approvals, authorizations or permits, orders, approvals or to make such filings or notifications, the absence of which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement Offer and this Agreementwould not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company and the consummation of the Transactions and the Share Purchase will not, (i) conflict with or violate the Certificate memorandum and articles of Incorporation or By-laws or equivalent organizational documents association of the Company or any equivalent organizational documents of its subsidiariesany other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions and the Share Purchase) that the matters referred to in Section 3.05(b) are complied with, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the any Group Company or any of its subsidiaries or by which any property or asset of the any Group Company or any of its subsidiaries is bound or affected, or (iii) require consent under, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in loss of benefit under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of the any Group Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument obligation to which any Group Company is a party or obligationby which any of their respective properties or assets are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company and the consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any nation or government, any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, county regional, local or local governmentmunicipal (each, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority"”) (it being understood that the Company is not providing any representation or warranty as to any other personconsent, approval, authorization or permit that may be required to be obtained by THL and Parent in connection with the consummation of the Transactions), except for (i) for (A) compliance with the applicable requirements, if any, requirements of the Exchange Act, state securities and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3 and the filing or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirementsfurnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Acton such documents), (Cii) compliance with the rules and regulations of the NYSE, (iii) the filing of the Plan of Merger and recordation related documentation with the Registrar of appropriate documents Companies of the Cayman Islands pursuant to the Companies Law, (iv) filings, permits, authorizations, consents and approvals as may be required by Delaware Law under any applicable PRC Laws (collectively, the “PRC Regulatory Filings”) and (D) transfer tax and other filings as required by applicable state law, and (iiv) where the failure to obtain or make, as applicable, any such consentsconsent, approvalsapproval, authorizations authorization or permitspermit of, or to make such filings filing with or notificationsnotification to, any Governmental Authority would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement transactions contemplated hereby by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, (i) conflict with or violate the Company Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiaries, and Bylaws (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company it or any of its subsidiaries is properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any of its subsidiaries assets pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which it or any of its properties are bound or affected, except, with respect to except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. (b) No consent, approval, authorization or permit of, or filing with or notification to any governmental or regulatory authority or any third party except for applicable requirements, if any, of the Securities Act, the Exchange Act, the HSR Act, or Blue Sky Laws, the filing of other documents as required by applicable law, applicable transfer tax filings is required to be obtained by the Company in connection with the transactions contemplated hereby, except where the failure to obtain such consents, approvals, authorizations or permits would not prevent or materially delay consummation of the Transactionstransactions contemplated hereby, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit ofwould be such as to result in, or filing with or notification tobe reasonably likely to result in, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of with respect to the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Organizational Documents of the Company or any of its subsidiariesSubsidiaries, (ii) conflict with or violate any United States (federal, state or local), Canadian (federal, provincial or local) or foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, decree or other order common law ("Law"collectively, “Laws”) applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties or assets is bound or affected, except for such conflicts or violations that, individually or in the aggregate, would not have a Company Material Adverse Effect or (iii) result in any a violation or breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company, exceptany of its Subsidiaries or any of their respective properties or assets is bound or affected, with respect to clauses (ii) except as disclosed in Section 2.06 of the Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not have a Company Material Adverse Effect or will not prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The Except as disclosed in Section 2.06 of the Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalGovernmental Authority or subdivision thereof, stateor any administrative, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality commission, tribunal or commission body, domestic, foreign or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personsupranational, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") Interim Order and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawFinal Order, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (ai) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the execution and delivery by the Company of each of the other Transaction Documents and the performance by the Company of its obligations under this Agreement and each of the Settlement Agreement by the Company other Transaction Documents, will not, with or without the giving of notice or the lapse of time or both, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiaries, (ii) subject to obtaining the Required Approvals and Notices, conflict with or violate any foreign or domestic law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property of their respective properties or asset of the Company or any of its subsidiaries assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation ofof any Material Agreement (as defined below), or result in the creation of a lien any Encumbrance (as defined below) on the properties or other encumbrance on any property or asset assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which the Company is bound or affected. The term “Encumbrance” means and includes any interest or equity of any person (including any right to acquire, exceptoption, or right of preemption) or any mortgage, charge, pledge, lien, or assignment, or any other encumbrance or security interest or arrangement of whatsoever nature over or in the relevant property. (ii) The execution and delivery of this Agreement by the Company does not, and the execution and delivery of each of the other Transaction Documents and the performance of this Agreement and each of the other Transaction Documents by the Company, will not, require any consent, approval, authorization or permit of or filing with or notification to any Governmental Entity (as defined below) or other third party, by or with respect to clauses the Company, except (i) for applicable requirements, if any, of the consents, approvals, authorizations, permits or notification described in Exhibit 3(g) (the “Required Approvals and Notices”), and (ii) and (iii)where failure to obtain the required consents, for any approvals, authorizations or permits, or to make such conflicts, violations, breaches, defaults filings or other occurrences which notifications would not have a Material Adverse Effect or prevent or materially delay consummation of any of the Transactionstransactions contemplated by this Agreement or any other Transaction Document in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) any other Transaction Document in any material respect. The execution and delivery of this Agreement and the Settlement Agreement by the Company do notterm “Governmental Entity” means any governmental or legal authority exercising executive, and the performance of this Agreement and the Settlement Agreement by the Company will notlegislative, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmentaljudicial, regulatory or administrative authority, agency, instrumentality function of or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure pertaining to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreementgovernment.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract to which the Company is a party or other instrument or obligationby which its assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or "“blue sky" ” laws ("“Blue Sky Laws"”) and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.Laws, the New Jersey Industrial Site Recovery pre-merger notification requirements of the HSR Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have or would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Settlement Agreement by the Company do not, not and the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Bylaws of the Company or any of its subsidiariesCompany, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any federal, state, local or foreign or domestic statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, decree or other order legal requirement ("Law") applicable to the Company or by which any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is respective properties are bound or affected, or (iii) (A) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default), or (B) result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a lien or other encumbrance any Lien on any property of the properties or asset assets of the Company or any of its subsidiaries pursuant tounder, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise permit or other instrument or obligationobligation (each, a "Contract") to which the Company is a party or by which the Company or any of its properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence which would not, or would not reasonably be expected to, (A) materially delay consummating the transactions contemplated hereby on a timely basis or (B) individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution execution, delivery and delivery performance of this Agreement and the Settlement Agreement by the Company do not, and the performance consummation of this Agreement the Offer or the Merger do not and the Settlement Agreement by the Company will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any federal, state, county local or local government, governmental, foreign governmental or regulatory or administrative (including stock exchange) authority, agency, instrumentality or commission or any court, tribunalcommission, or judicial or arbitral other governmental body (each, a "Governmental AuthorityEntity") to be obtained or any other personmade by the Company, except for (i) for (A) applicable requirements, if any, requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder (including the filing of the Schedule 14D-9 and the proxy statement to be sent to stockholders of the Company in connection with the Company Stockholders Meeting (the "Company Proxy Statement") and any information statement (the "Information Statement") required under Rule 14f-1 in connection with the Offer), and state securities or securities, takeover and "blue sky" laws ("Blue Sky Laws") and state takeover laws, (Bii) the applicable requirements, if any, requirements of any applicable so-called state the NASDAQ Stock Market LLC ("property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer ActNasdaq"), (Ciii) the filing and recordation with the Secretary of appropriate documents State of the State of Delaware of the Certificate of Merger as required by Delaware Law the DGCL, (iv) any notices required under the U.S. Federal Food, Drug, and Cosmetic Act, as amended (Dthe "FDA Act") transfer tax and or similar laws of jurisdictions other filings as required by applicable state lawthan the United States, and (iiv) where any such consent, approval, authorization, permit, action, filing or notification the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notifications, obtain would not have a Material Adverse Effect or (A) prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, (B) materially delay consummating the Settlement Agreement and this Agreementtransactions contemplated hereby on a timely basis, or (C) individually or in the aggregate, have or reasonably be expected to have, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement and by such Seller, nor the Settlement Agreement consummation by such Seller of the Company do not, and the performance of transactions to which it is a party that are contemplated by this Agreement and the Settlement Agreement by the Company will notwill, (i) if such Seller is a corporation, limited liability company, limited partnership or trust, conflict with, or result in any violation or breach of, any provision of the certificate or articles of incorporation, bylaws, limited liability or operating agreement , partnership agreement or trust agreement of such Seller, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a material default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, trust agreement, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which such Seller is a party or by which such Seller or any of its properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), conflict with or violate in any material respect any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Seller or any of its properties or assets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to such Seller in connection with the Certificate execution and delivery of Incorporation this Agreement or By-laws the Ancillary Agreement or equivalent organizational documents the consummation by such Seller of the transactions contemplated hereby or thereby, except for (i) filings under the Exchange Act, the HSR Act or the Company Gaming Laws or (ii) such consents, approvals, orders, authorizations, registrations, declarations, or filings required by or with respect to Parent or the Company or any of its subsidiariesSubsidiaries (including, (ii) conflict with or violate any foreign or domestic statutewithout limitation, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to under the HSR Act and the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iiiGaming Laws), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personforeign, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) and filing and recordation of appropriate merger documents as required by Delaware New York Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger, or otherwise prevent the Company from performing its obligations obligation under the Settlement Agreement and this Agreement, and would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent of this Agreement do not, the execution and delivery by Parent of any instrument required hereby to be executed and delivered by Parent at the Settlement Agreement by the Company do Closing will not, and the performance of its agreements and obligations under this Agreement and the Settlement Agreement by the Company Parent will not, (i) conflict with or violate the Certificate of Incorporation Parent Charter Documents or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCharter Documents, (ii) conflict with or violate any federal, state, local, municipal, foreign or domestic other law, statute, lawconstitution, resolution, ordinance, regulationcode, order, edict, decree, rule, coderegulation or ruling issued, executive orderenacted, injunctionadopted, judgmentpromulgated, decree implemented or other order otherwise put into effect by or under the authority of any Governmental Entity (each, a "LawLegal Requirement") applicable to Parent or the Company or by which it or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties is bound or affected, ; or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under), or impair the Company's rights, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets (including intangible assets) of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which the Company or any of its properties is bound or affected, except, with respect to clauses (ii) and (iii), for any other than such conflicts, violations, breaches, defaults or other occurrences which impairments as would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of on the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws and the rules of the American Stock Exchange ("AMEX"), the execution and delivery by Parent of this Agreement do not, the execution and delivery by Parent of any instrument required hereby to be executed and delivered by Parent at the Settlement Agreement by the Company do Closing will not, and the performance of agreements and obligations under this Agreement and the Settlement Agreement by the Company Parent will not, require any consent, approval, authorization order, license, authorization, registration, declaration or permit of, or filing with or notification to, any federalcourt, statearbitrational tribunal, county administrative or local government, governmental, regulatory or administrative authority, agency, instrumentality agency or commission or any courtother governmental authority or instrumentality (whether domestic or foreign, tribunal, or judicial or arbitral body (a "Governmental AuthorityEntity") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do and the Subsidiary does not, and the performance of this Agreement and the Settlement Agreement by the Company will and the Subsidiary shall not, (i) conflict with or violate the Certificate Company Articles or Company Bylaws or the Articles of Incorporation or By-laws or equivalent organizational documents Bylaws of the any Company or any of its subsidiariesSubsidiary, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") Laws applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or its or any of their respective properties is bound or affected, except, with respect to clauses except in the case of clause (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that would not not, individually or in aggregate, have a Material Adverse Effect or prevent or materially delay consummation of with respect to the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do and the Subsidiary does not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personforeign, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery ActHOLA, and the Connecticut Transfer Act), (C) filing and recordation of appropriate merger or other documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement, and would not have a Material Adverse Effect with respect to the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign or domestic United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or ), other than any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, filings necessary to comply with state securities Nova Shares or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and the Settlement Registration Rights Agreement by the Company do not, and the performance of this Agreement its obligations hereunder and the Settlement Agreement by the Company thereunder will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Bylaws of the Company or any of its subsidiariesCompany, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any foreign or domestic or, to the knowledge of the Company, foreign, statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, affected or (iii) require any consent or approval under, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or give to others a right to require any payment to be made under, or result in the creation of a lien Lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery by the Company of this Agreement and the Settlement Registration Rights Agreement by the Company do not, and the performance of this Agreement its obligations hereunder and the Settlement Agreement by the Company thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or, to the knowledge of the Company, foreign, government, governmental, Tax, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, tribunal or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), state securities or "“blue sky" ” laws ("“Blue Sky Laws") ”), and state takeover laws, (B) applicable requirements, if any, any filings required under the rules and regulations of any applicable so-called state "property transfer acts" the Nasdaq Stock Market (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C“Nasdaq”) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Transactions, or (2) otherwise prevent or materially delay performance by the Company from performing of any of its material obligations under this Agreement or the Settlement Registration Rights Agreement and this Agreementor (3) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and subject to receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Schedule 3.05(a) of the Company Disclosure Schedule, the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any of its subsidiariesCompany Subsidiary, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order order, in each case, of any Governmental Authority ("“Law"”) applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would do not have constitute a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental or quasi-governmental, regulatory or administrative authorityauthority or office, any political or other subdivision thereof, agency, instrumentality instrumentality, bureau, authority, body or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would does not have constitute a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Byby-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiaries, (ii) subject to obtaining the Company Required Approvals and the approval of the stockholders of the Company conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, or (iii) subject to obtaining the consents listed in Section 3.05 of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Merger and would not have a Company from performing its obligations under this Agreement or the Settlement AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and ), state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) HSR Act and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe "Company Required Approvals"), and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Merger and would not have a Company from performing its obligations under the Settlement Agreement and this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement Transaction Documents by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the Certificate certificate of Incorporation incorporation or Byother constating documents or by-laws or any equivalent organizational documents documents, each as amended to date, of the Company or any of its subsidiariesCompany Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or violate provision of any foreign order of any court, Governmental Authority or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") any Law applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, or result in any notepayment under, bondany Material Contract (as defined in Section 3.11) or Company Permit or, mortgageexcept as set forth in Section 3.04(a) of the Company Disclosure Schedule, indenturerequire the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, leasecontract, license, permit, franchise arrangement or other instrument understanding; or obligation, except, with respect (iv) give rise to clauses (iiany Liability not disclosed in Section 3.04(a) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementDisclosure Schedule. (b) The execution and delivery of this Agreement and the Settlement Agreement Transaction Documents by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company of its obligations thereunder, will not, require any consent, approval, authorization or permit of, or filing with or notification to, to any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (iA) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Canadian Securities Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) Investment Canada Act and filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe CBCA, and (iiB) where as contemplated by Section 2.01, Section 2.02 and the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation Plan of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementArrangement.

No Conflict; Required Filings and Consents. (a) The execution Except as otherwise provided in Section 5.3(b), the execution, delivery and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Subco Interest Assignment Agreement by each of EQT Energy and EESH, and the Company consummation of the transactions contemplated hereby and thereby do not and will not, : (i) Violate, conflict with any of, result in any breach of, or violate require the Certificate consent of Incorporation any Person under, the terms, conditions or By-laws or equivalent organizational documents provisions (including provisions addressing transfer of limited liability company and partnership interests) of the Company certificate of formation, limited liability company agreement, certificate of limited partnership or any partnership agreement of its subsidiariesEQT Energy, EESH or Subco, as applicable; (ii) conflict Conflict with or violate any foreign provision of Applicable Law, including any restrictions on transfer under the DLLCA, the DRULPA or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree applicable federal or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or state securities laws; (iii) Conflict with, result in any a breach of or of, constitute a default under (or an event which, whether with notice or the lapse of time or both), would become a default) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or give to others any right of terminationresult in the suspension, amendment, acceleration termination or cancellation of, or result in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, Contract (including the Subco Contracts and the Base Contracts), commitment, license, concession, permit, lease, joint venture or other instrument to which EQT Energy, EESH or Subco, as applicable, is a party; or (iv) Result in the creation of a lien any Lien on the Subco Interest, Subco or other encumbrance on Subco’s assets, under any property or asset of the Company or any of its subsidiaries pursuant to, any note, bondsuch indenture, mortgage, indentureagreement, contractContract, agreementcommitment, license, concession, permit, lease, license, permit, franchise joint venture or other instrument or obligationinstrument, except, with respect to except in the case of clauses (ii), (iii) and (iii)iv) for those items which, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Subco Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution Neither EQT Energy nor EESH is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by each of EQT Energy and EESH of this Agreement and or the Settlement Subco Interest Assignment Agreement by or the Company do notconsummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, and the performance privilege, license or qualification of this Agreement and the Settlement Agreement by the Company will notEQT Energy, require any consent, approval, authorization EESH or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personSubco, except for (i) as have been waived or obtained or with respect to which the time for asserting such right has expired, (Aii) for those which individually or in the aggregate would not reasonably be expected to have a Subco Material Adverse Effect, (iii) such filings as may be required by any applicable requirements, if any, of the Exchange Act, federal or state securities or "“blue sky" laws ” Applicable Law or ("Blue Sky Laws"iv) and as otherwise indicated in Subco Disclosure Schedule 5.3. (c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permitslaw is, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation as of the TransactionsClosing Date of the Subco Assignment will be, or otherwise prevent applicable to the Company from performing its obligations under the Settlement Agreement and transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any of its subsidiariesSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 6.05(b) have been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected, affected or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or the Settlement Agreementand would not have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person), except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and , state takeover laws, (B) applicable requirementsnon-U.S. antitrust laws, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate merger documents as required by Delaware Law the DGCL and the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (D) transfer tax and other filings as required by applicable state lawthe "HSR Act"), and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent or materially delay the Company from performing its obligations under the Settlement Agreement and this Agreement, and would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement transactions contemplated herein by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Bylaws of the Company or any of its subsidiariesMaterial Subsidiary, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the any Company or any of its subsidiaries Material Subsidiary or by which any property or asset of the Company or any of its subsidiaries Material Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Material Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any Material Subsidiary is a party or by which the Company or any Material Subsidiary or any property or asset of the Company or any Material Subsidiary is bound or affected, except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or would not, individually or in the Settlement Agreementaggregate, have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality commission, tribunal or commission body, domestic or any court, tribunal, or judicial or arbitral body foreign (each a "Governmental AuthorityEntity") or any other person), except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirementsthe pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if anyas amended, of any applicable so-called state and the rules and regulations thereunder (the "property transfer acts" (e.g., the New Jersey Industrial Site Recovery HSR Act, the Connecticut Transfer Act"), (C) filing and recordation of appropriate merger documents as required by Delaware Law the DGCL and (D) transfer tax the applicable requirements, if any, of any non-United States competition, antitrust and other filings as required by applicable state lawinvestment laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and would not, individually or in the Settlement Agreement and this Agreementaggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement, the Stock Option Agreement or any instrument required hereby to be executed and the Settlement Agreement delivered by the Company do at the Closing does not, and the performance of this Agreement and or the Settlement Stock Option Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation Company Charter or Company By-laws or equivalent organizational documents of the Company or any of its subsidiariesLaws, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company its or any of its subsidiaries their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) ), or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of the Company or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, except, with respect to clauses except in the case of (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement, the Stock Option Agreement or any instrument required hereby to be executed and the Settlement Agreement delivered by the Company do at the Closing does not, and the performance of this Agreement and or the Settlement Stock Option Agreement by the Company or its Subsidiaries will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalcourt, state, county administrative or local government, governmental, regulatory or administrative authority, agency, instrumentality agency or commission or any courtother governmental authority or instrumentality (whether domestic or foreign, tribunal, or judicial or arbitral body (a "Governmental AuthorityEntity") or any other person), except (i) for the filing of the pre- merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (Athe "HSR Act"), (ii) applicable requirementsthe filing of a Registration Statement on Form S-4 (the "Registration Statement") with the SEC in accordance with the Securities Act of 1933, if anyas amended (the "Securities Act"), and the filing of the Proxy Statement/Prospectus (as defined in Section 3.21) with the SEC under the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities or "blue sky" laws ("Blue Sky Laws") and state takeover lawsthe laws of any foreign country, (Biv) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate merger or other documents as required by Delaware Law the DGCL and (Dv) transfer tax and such other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permitspermits which, if not obtained or to make such filings or notificationsmade, would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company of its obligations under this Agreement will not, (i) conflict with or violate violate, result in a breach of, or constitute a default under the Certificate certificate or articles of Incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or By-laws or equivalent other organizational documents document of the Company or any of its subsidiariesCompany Subsidiary, (ii) subject to compliance with the requirements set forth in Section 3.5(b) below, conflict with or violate any foreign federal, state, or domestic statutelocal law or statute or governmental ordinance, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries their respective properties is bound or affected, or (iii) except for consents required under agreements listed on Schedule 3.12, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any property of the properties or asset assets of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or any of their respective properties or assets is bound, except, with respect to in the case of clauses (ii) and (iii), ) above for any such conflicts, violations, breaches, defaults or other accelerations or occurrences which that in the aggregate would not have and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger or delay the same in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreementin any material respect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (each a "“Governmental Authority"Entity”) or any other person, except (i) for (A) applicable requirements, if any, requirements of the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act, state securities or "blue sky" laws ("Blue Sky Laws"”) and state takeover lawsblue sky requirements, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.the consents, the New Jersey Industrial Site Recovery Actapprovals, the Connecticut Transfer Act)authorizations or permits identified in Schedule 3.5, (C) filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, in the aggregate would not have and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the TransactionsMerger or delay the same in any material respect, or otherwise prevent the Company from performing its obligations under the Settlement this Agreement and this Agreementin any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Buyer of this Agreement and the Settlement Agreement by the Company do not, other Transaction Documents to which it is party does not and the performance of this Agreement and the Settlement Agreement by the Company will not, and, except as described in Section 4.03(b), the consummation of the Transactions and compliance with the provisions hereof and thereof will not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right or constitute a default (or an event which, with after notice or lapse of time or both, would become a result in any such violation, breach, conflict, default) under, or give to others any right of termination, amendmentmodification, acceleration cancellation, acceleration, right, loss or cancellation of, Lien; or (ii) conflict with or result in the creation any violation of a lien or other encumbrance on any property or asset provision of the Company or any Organizational Documents of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationBuyer, except, with respect to clauses in the case of (ii) and (iiii), for any such conflicts, violations, breaches, defaults losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or other occurrences which cancellation or creation of Liens that would not have a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation the ability of Buyer to consummate the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery Other than in connection with or in compliance with (i) the HSR Act or any other applicable Competition Laws or any applicable Foreign Investment Laws or the Required Regulatory Clearances, (ii) the applicable requirements of this Agreement and the Settlement Agreement by Securities Act or the Company do notExchange Act, (iii) any applicable international, federal or state securities or “blue sky” Laws, and (iv) the performance of this Agreement items described on Schedules 8.04(c) and the Settlement Agreement by the Company will not8.04(d), require any consentno authorization, approval, authorization consent or permit approval of, or filing with or notification towith, any federalGovernmental Authority is necessary, stateunder applicable Law, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personfor the consummation by Buyer of the Transactions, except (i) for (A) applicable requirementssuch authorizations, consents, approvals or filings that, if any, of the Exchange Act, state securities not obtained or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsmade, would not have a Material Adverse Effect or reasonably be expected to prevent or materially delay consummation the ability of Buyer to consummate the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personforeign, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, the pre-merger notification requirements of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery HSR Act, the Connecticut Transfer Act), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or the Merger, or otherwise prevent the Company from performing its obligations obligation under the Settlement Agreement and this Agreement, and would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Restated Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) assuming that required filings under the HSR Act (as hereinafter defined) and Delaware Law are made by the appropriate parties, conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) except as set forth in Section 3.05 of the Disclosure Schedule, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, mortgage or indenture, deed of trust, license, lease or, to the knowledge of the Company, any other contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which the Company or any such Subsidiary or any property or asset of the Company or Subsidiary is bound or affected, except, with respect to clauses in the cases of (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not do not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any federalgovernmental or regulatory authority to be obtained or made by the Company, state, county domestic or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personforeign, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, the pre-merger notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (B) applicable requirements, if any, of any applicable so-called state the "property transfer acts" (e.g., the New Jersey Industrial Site Recovery HSR Act, the Connecticut Transfer Act"), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or the Merger, or otherwise prevent the Company from performing its obligations in any material way under the Settlement Agreement and this Agreement, and does not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do such Buyer does not, and the performance of this Agreement and the Settlement Agreement by the Company such Buyer will not, (i) conflict with or violate to the Certificate best of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariessuch Buyer’s knowledge, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries such Buyer or by which any property or asset of the Company or any of its subsidiaries is his respective properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or impair such Buyer’s or any such subsidiary’s rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company properties or assets of such Buyer or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for which such Buyer is a party or by which such Buyer or its or any such conflicts, violations, breaches, defaults of his respective properties are bound or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreementaffected. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do such Buyer does not, and the performance of this Agreement and the Settlement Agreement by the Company such Buyer will not, require any consent, approval, authorization or permit of, or registration, filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personEntity, except for (i) for (A) applicable requirements, if any, of the Exchange Act, applicable Federal and state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., and foreign Governmental Entities and the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing rules and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawregulations promulgated thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (i) would not prevent consummation of the Sale or otherwise prevent such Buyer from performing his obligations under this Agreement, or (B) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Buyer or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementBuyers taken as a whole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate any provision of the Certificate charter or bylaws of Incorporation the Company or By-laws or any equivalent organizational documents of the Company or any of its subsidiariesCompany Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any foreign United States or domestic non-United States or supranational law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) except as set forth in Section 3.05(a)(iii) of the Disclosure Schedule, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences which would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay consummation the performance of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or by the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States or supranational government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, tribunal or judicial or arbitral body (a "Governmental AuthorityEntity") or any other person), except (i) for applicable requirements of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the AMEX, the pre-merger notification requirements (A) applicable requirements, if any, of the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, or (B) as may be applicable requirements, if any, pursuant to the antitrust laws of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act)state, (Cii) for applicable requirements relating to the filing and recordation of appropriate merger documents pursuant to the MGCL and as required by Delaware Law set forth in Section 3.05(b) of the Disclosure Schedule and (D) transfer tax and other filings as required by applicable state law, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or reasonably be expected to (A) prevent or materially delay consummation of the Transactions, Merger or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement(B) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement Transaction Documents by the Company each Seller do not, and the performance of this Agreement the Transaction Documents by such Seller and the Settlement Agreement by consummation of the Company Transactions will not, (i) conflict with or violate the Certificate memorandum and articles of Incorporation or By-laws association or equivalent organizational documents of the Company or any of its subsidiariessuch Seller, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law"the “Laws”) applicable to the Company or any of its subsidiaries such Seller or by which any property or asset of the Company or any of its subsidiaries such Seller is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any of its subsidiaries such Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract to which such Seller is a party or other instrument by which its properties or obligationassets are bound, except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, right or other occurrences which occurrence that would not have a Material Adverse Effect not, individually or in the aggregate, reasonably be expected to prevent or materially delay impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Acquisition or other Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement Transaction Documents by the Company each Seller do not, and the performance of this Agreement the Transaction Documents by such Seller and the Settlement Agreement consummation by such Seller of the Company Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any nation or government, any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, county regional, local or local governmentmunicipal (each, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirementsany such consent, if anyapproval, of the Exchange Actauthorization, state securities permit, action, filing or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where notification the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notificationsobtain would not, would not have a Material Adverse Effect individually or in the aggregate, reasonably be expected to prevent or materially delay impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Acquisition or other Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate any provision of the Certificate Company Certificate, the Bylaws of Incorporation the Company as in effect on the date hereof (the "Company Bylaws"), or By-laws or any equivalent organizational documents of the any Company Subsidiary, or any of its subsidiaries, (ii) conflict with require any consent or violate any foreign or domestic statuteapproval under, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of, any loss of any benefit under or constitute a change of control or default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any noteContract, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Company Permit or other instrument or obligation, except, with respect to clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county domestic or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "foreign Governmental Authority") or any other personEntity, except (i) for (A) applicable requirements, if any, of under the Exchange Act, state securities or "blue sky" laws ("the Securities Act, any applicable Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.Law, the New Jersey Industrial Site Recovery Actrules and regulations of Nasdaq and pursuant to Section 1.2 hereof, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by a Certificate of Merger with the Delaware Law and (D) transfer tax and other filings as required by applicable state law, Secretary of State and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.5, the execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws Laws or equivalent organizational documents documents, in each case as amended or restated of the Company CSS or any of its subsidiariesCSS Financial, (ii) conflict with or violate any federal, state, foreign or domestic local law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order ("LawLaws") and applicable to the Company or by which any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties is bound or affectedsubject to, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien an Encumbrance on, any of the properties or other encumbrance on any property or asset Assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which CSS or CSS Financial or any of their respective properties is bound or subject, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences which cancellation, payment obligations or Liens or Encumbrances that would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (a "Governmental AuthorityEntities") or any based on Laws and other personrequirements of Governmental Entities, except (i) for (A) applicable requirements, if any, of the Securities Act and the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect not, either individually or prevent or materially delay consummation of in the Transactionsaggregate, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesOrganizational Documents, (ii) conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect not, individually or prevent or materially delay consummation of in the Transactionsaggregate, or otherwise prevent reasonably be expected to be material to the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "“blue sky" ” laws ("“Blue Sky Laws"”) and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe DGCL, and or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent would not, individually or materially delay consummation of in the Transactionsaggregate, or otherwise prevent reasonably be expected to be material to the Company from performing its obligations under the Settlement Agreement and this AgreementCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate any provision of the Certificate of Incorporation or By-laws or equivalent organizational documents Laws of the Company or any equivalent organizational documents of its subsidiariesany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any foreign or domestic law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii), except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences which would not reasonably be expected to, individually or in the aggregate, (A) have a Company Material Adverse Effect or nor (B) prevent or materially delay consummation the performance of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or by the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county domestic or local government, governmental, foreign governmental or regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body authority (a "Governmental AuthorityEntity") or any other person), except (i) for (A) applicable requirements, if any, requirements of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), state securities or "blue sky" laws ("Blue Sky Laws") and ), the NYSE, state takeover laws, Section 251 of the DGCL the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (B) applicable requirements, if any, of any applicable so-called state the "property transfer acts" (e.g.HSR Act"), the New Jersey Industrial Site Recovery Actfiling of a notification with the European Commission under Council Regulation (EEC) No. 4064/89 or similar antitrust filings or notifications in other jurisdictions, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents the Certificate of Merger as required by Delaware Law the DGCL, and (Das set forth in Section 3.05(b) transfer tax and other filings as required by applicable state law, of the Company Disclosure Schedule and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or reasonably be expected to (A) prevent or materially delay consummation of the TransactionsMerger or (B) individually or in the aggregate, or otherwise prevent the have a Company from performing its obligations under the Settlement Agreement and this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Laws of the Company or any equivalent organizational documents of its subsidiariesany Company Subsidiary, (ii) conflict with or violate any foreign federal, national, state, provincial, municipal or domestic local law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Settlement AgreementInsurance Companies. (b) The Except as set forth in Section 3.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, national, state, county provincial, municipal or local government, governmentalany instrumentality, regulatory or subdivision, court, administrative authority, agency, instrumentality agency or commission or any court, tribunalother authority thereof, or judicial any quasi-governmental or arbitral private body exercising any regulatory, taxing, importing or any other governmental or quasi-governmental authority (a "Governmental AuthorityEntity") or any other person), except (i) for (A) the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the requirements of other applicable competition laws, (B) the requisite approvals of insurance regulatory authorities (including, without limitation, the insurance regulatory authorities of Rhode Island), (C) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), state securities or "blue sky" laws (the "Blue Sky Laws") and state takeover laws, (BD) applicable requirements, if any, the DGCL with respect to the filing of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation Delaware Certificate of appropriate documents as required by Delaware Law Merger and (DE) transfer tax the rules and other filings regulations of the Nasdaq National Market (the "Nasdaq") (the foregoing clauses (i)(A) through (E) being referred to collectively as required by applicable state law, the "Required Consents") and (ii) where the failure to obtain any such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make any such filings filing or notificationsnotification, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger, or otherwise prevent or materially delay the Company from performing its obligations under the Settlement this Agreement and this Agreementwould not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Insurance Companies.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement Ancillary Agreements by the Company and the Shareholders do not and will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Organizational Documents of the Company Company, the Subsidiary or any of its subsidiariesShareholder, (ii) conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company Company, the Subsidiary or any of its subsidiaries the Shareholders or by which any property or asset of the Company Company, the Subsidiary or any of its subsidiaries the Shareholders is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any property or asset of the Company Company, the Subsidiary or any of its subsidiaries the Shareholders pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseContract, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and clause (iii), as disclosed in Section 3.05 of the Company Disclosure Schedule or for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions, Transactions or otherwise prevent or materially delay the Company or the Shareholders from performing his, her or its obligations under this Agreement and the Ancillary Agreements and would not, individually or in the Settlement Agreementaggregate, have a Company Material Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement Ancillary Agreements by the Company and the Shareholders do not and will not, not require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county county, regional or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities or "“blue sky" laws ” Laws ("“Blue Sky Laws"”) and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) laws and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe OGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions, Transactions or otherwise prevent or materially delay the Company or any Shareholder from performing his, her or its obligations under this Agreement or any Ancillary Agreement, and would not, individually or in the Settlement Agreement and this Agreementaggregate, have a Company Material Adverse Effect. To the knowledge of the Company, no state anti-takeover statute is applicable to the Merger or the other Transactions.

No Conflict; Required Filings and Consents. (a) The Except as set forth on the attached Authorization Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement transactions contemplated hereby by the Company will not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiaries, (ii) conflict with or violate violate, in any foreign or domestic statuterespect, any law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, affected or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound or affected, except, with respect to except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The Except as set forth on the attached Authorization Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (each a "“Governmental Authority") or any other personEntity”), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "“blue sky" ” laws ("“Blue Sky Laws") ”), and state takeover laws, (B) applicable requirementsthe pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if anyas amended, of any applicable so-called state "property transfer acts" and the rules and regulations thereunder (e.g., the New Jersey Industrial Site Recovery “HSR Act, the Connecticut Transfer Act), (C”) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement this Agreement in any material respect, and this Agreementwould not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesMaterial Subsidiary, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Material Subsidiary or by which any property or asset of the Company or any of its subsidiaries Material Subsidiary is bound or affectedaffected other than conflicts or violations that do not, individually or in the aggregate, have a Material Adverse Effect or prevent the consummation of any of the Transactions, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Material Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, exceptother than breaches or defaults that do not, with respect to clauses (ii) and (iii)individually or in the aggregate, for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent the consummation of any of the Transactions or prohibit or materially delay consummation limit the operation by Parent or Purchaser of all or any material portion of the Transactions, or otherwise prevent business of the Company from performing and its obligations under this Agreement or the Settlement AgreementSubsidiaries, taken as a whole. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing or registration with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agencydomestic or foreign, instrumentality or commission with respect to the Company or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personof its Subsidiaries, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, axx xxx xxxxx xxx regulations thereunder (B) applicable requirements, if any, of any applicable so-called state the "property transfer acts" (e.g.HSR Act"), the New Jersey Industrial Site Recovery Actfiling of a notification with the European Commission under Council Regulation (EC) No. 4064/89, the Connecticut Transfer Act)as amended, (C) or similar antitrust filings or notifications in other jurisdictions and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, orders, registrations, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or the Merger, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement, and do not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do AGI does not, and the performance of this Agreement and the Settlement Agreement by the Company AGI will not, (i) conflict with or violate the Certificate of Incorporation or By-laws Bylaws or equivalent organizational documents of the Company AGI or any of its subsidiariesSubsidiary, as applicable, (ii) conflict with or violate any domestic (federal, state or local) or foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order ("LawLaws") applicable to the Company AGI or any of its subsidiaries Subsidiary or by which any property or asset of the Company AGI or any of its subsidiaries Subsidiary is bound or affected, except for such conflicts or violations that, individually or in the aggregate, are not reasonably likely to have an AGI Material Adverse Effect, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company AGI or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which AGI or any Subsidiary is a party or by which AGI or any Subsidiary or any property or asset of AGI or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not have a an AGI Material Adverse Effect or and will not prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under transactions contemplated by this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do AGI does not, and the performance of this Agreement and the Settlement Agreement by the Company AGI will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunaldomestic, or judicial or arbitral body foreign (a "Governmental Authority") or any other person), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.A-8

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company and the Sub do not, and the performance of this Agreement and the Settlement Agreement by the Company and the Sub will not, (i) conflict with or violate the Certificate Company Articles or Company By Laws or the Articles of Incorporation or By-laws or equivalent organizational documents By Laws of the Company or any of its subsidiariesSub, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affectedSub, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any of its subsidiaries the Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or the Sub is a party or by which the Company or the Sub or its or any of their respective properties is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that would not not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company and the Sub do not, and the performance of this Agreement and the Settlement Agreement by the Company and the Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personforeign, except (i) for (A) applicable requirements, if any, of the Securities Act of 1933 (the “Securities Act”), the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover sky laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.the BHCA, the New Jersey Industrial Site Recovery ActOSBC, or any other applicable Regulatory Authority and the Connecticut Transfer Act), (C) filing and recordation of appropriate merger or other documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state Kansas law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger, or otherwise would not prevent or delay consummation of the Merger, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement, and would not have, or be reasonably expected to have, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, (i) conflict with or violate the Certificate of Incorporation Company Charter Documents or By-laws or the equivalent organizational documents of the Company or any of its Company's subsidiaries, (ii) subject to obtaining the approval of Company's stockholders of the Merger and compliance with the requirements set forth in Section 2.5(b) below, conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company its or any of its subsidiaries their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties or assets of Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreementon Company. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalcourt, stateadministrative agency, county commission, governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (a "Governmental AuthorityGOVERNMENTAL ENTITY") or any other person), except (iA) for (A) applicable requirements, if any, of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), state securities or "blue sky" laws ("Blue Sky LawsBLUE SKY LAWS"), the pre-merger notification requirements (the "HSR APPROVAL") and state takeover lawsof the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (B) applicable requirements, if any, of any applicable so-called state the "property transfer acts" (e.g.HSR ACT"), the New Jersey Industrial Site Recovery Actrules and regulations of Nasdaq, and the Connecticut Transfer Act), (C) filing and recordation of appropriate documents the Certificate of Merger as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (iiB) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect material adverse effect on the parties' ability to consummate the Merger or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its perform their obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Bylaws of the Company or any equivalent organizational documents of its subsidiariesany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made or complied with, conflict with or violate violate, in any material respect, any foreign or domestic (federal, state or local) law, statute, law, ordinance, regulationwrit, rule, coderegulation, executive order, injunction, judgment, judgment or decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, trigger or change any rights or obligations under, or require any payment under, or result in the creation of a lien or Lien (other encumbrance than Permitted Liens) on any material property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementContract. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization order, authorization, registration or permit of, or filing with or notification to, any federaldomestic, state, county foreign or local government, supranational governmental, regulatory or administrative authority, agencyagency or commission, instrumentality or commission or any court, tribunal, or judicial arbitral body, or arbitral any quasi-governmental or private body exercising regulatory, taxing, importing or other governmental authority (a "“Governmental Authority"Entity”) or in the United States, and to the knowledge of the Company, any other personGovernmental Entity, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), state securities or "“blue sky" ” laws ("“Blue Sky Laws") and ”), The Nasdaq National Market, state takeover laws, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery “HSR Act, the Connecticut Transfer Act”), (C) any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities that the parties mutually agree are necessary and the filing and recordation of appropriate documents the Certificate of Merger as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe DGCL, and (ii) where the failure to obtain for such other consents, approvals, authorizations or orders, authorizations, registrations, permits, or to make such filings or notifications, which if not obtained or made would not have a Material Adverse Effect reasonably be expected, individually or in the aggregate to be material to the Company or prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiaries, (ii) conflict with or violate any domestic (federal, state or local) or foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, decree or other order common law (collectively, "LawLaws") applicable to the Company or Company, any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties or assets is bound or affected, except for such conflicts or violations that, individually or in the aggregate, would not have a Company Material Adverse Effect, or (iii) result in any a violation or breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company, exceptany of its Subsidiaries or any of their respective properties or assets is bound or affected, with respect to clauses (iiexcept as disclosed in Section 3.06(a) of the Company Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not have a Company Material Adverse Effect or and will not prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The Except as disclosed in Section 3.06(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalGovernmental Authority or subdivision thereof, stateor any administrative, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality commission, tribunal or commission body, domestic, foreign or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personsupranational, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), state securities or "blue sky" laws ("Blue Sky Laws") and ), the rules of the American Stock Exchange ("AMEX"), state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) laws and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawLaw, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement consummation of the Merger by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesGoverning Documents, (ii) assuming that all filings and other actions described in Section 4.05(b) have been made or taken, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") Law applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any material property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Material Contract to which the Company is a party or other instrument by which the Company or obligationany material property or asset of the Company is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect not, individually or in the aggregate, prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreementwould not have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalUnited States or non-United States national, state, county provincial, municipal or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission commission, any non-governmental self-regulatory agency, instrumentality or commission, any stock exchange or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except for (i) for (A) compliance with the applicable requirements, if any, requirements of the Exchange Act, (ii) compliance with the applicable requirements of the Securities Act, (iii) compliance with any applicable state securities securities, takeover or "“blue sky" laws ("Blue Sky ” Laws") and state takeover laws, (Biv) applicable requirementsfilings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, if any(v) such filings or notifications as may be required under the rules and regulations of the Nasdaq Stock Market, of any applicable so-called state "property transfer acts" LLC (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act“NASDAQ”), (Cvi) the filing and recordation of appropriate documents the Certificate of Merger as required by Delaware Law the DGCL and (D) transfer tax and other filings as required by applicable state law, and (iivii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect not, individually or in the aggregate, prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement, or would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. Except as set forth in Schedule 2.5 hereto: (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany’s Charter Documents, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable Legal Requirements to which the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affectedsubject, or (iii) assuming that all consents, approvals, authorizations, permits, filings and notifications described in Section 2.5(b) have been made or obtained, result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than Permitted Liens) on any property of the properties or asset assets of the Company or any of its subsidiaries pursuant to, any noteMaterial Company Contracts or (iv) result in the triggering, bondacceleration or increase of any payment to any Person pursuant to any Material Company Contract, mortgage, indenture, contract, agreement, lease, license, permit, franchise including any “change in control” or other instrument or obligationsimilar provision of any Material Company Contract, except, (A) with respect to clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, giving of rights, triggerings, accelerations, increases or other occurrences which that would not not, individually and in the aggregate, have a Material Adverse Effect on the Company and (B) for any such conflicts, violations, breaches, defaults, impairments, alterations, giving of rights, triggerings, accelerations, increases or prevent other occurrences that occur or materially delay consummation happen as a result of the Transactionsmatters related to, or otherwise prevent actions taken by or at the Company from performing request or direction of, Parent or its obligations under this Agreement or the Settlement AgreementAffiliates. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalGovernmental Entity or other third party pursuant to a Material Company Contract (including, statewithout limitation, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personlenders and lessors), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Securities Act, the Connecticut Transfer Exchange Act or blue sky laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) for the filing of any notifications required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of the required waiting period thereunder, (Ciii) filing the consents, approvals, authorizations, permits, filings and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawnotifications described in Schedule 2.5(b), and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay consummation of the Transactions, Transaction Merger or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (ai) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the execution and delivery by the Company of each of the other Transaction Documents and the performance by the Company of its obligations under this Agreement and each of the Settlement Agreement by the Company other Transaction Documents, will not, with or without the giving of notice or the lapse of time or both, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiaries, (ii) subject to obtaining the Required Approvals and Notices, conflict with or violate any foreign or domestic law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property of their respective properties or asset of the Company or any of its subsidiaries assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation ofof any Material Agreement (as defined below), or result in the creation of a lien any Encumbrance (as defined below) on the properties or other encumbrance on any property or asset assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which the Company is bound or affected. The term “Encumbrance’’ means and includes any interest or equity of any person (including any right to acquire, exceptoption, or right of preemption) or any mortgage, charge, pledge, lien, or assignment, or any other encumbrance or security interest or arrangement of whatsoever nature over or in the relevant property. (ii) The execution and delivery of this Agreement by the Company does not, and the execution and delivery of each of the other Transaction Documents and the performance of this Agreement and each of the other Transaction Documents by the Company, will not, require any consent, approval, authorization or permit of or filing with or notification to any Governmental Entity (as defined below) or other third party, by or with respect to clauses the Company, except (i) for applicable requirements, if any, of the consents, approvals, authorizations, permits or notification described in Exhibit 3(g) (the “Required Approvals and Notices”), and (ii) and (iii)where failure to obtain the required consents, for any approvals, authorizations or permits, or to make such conflicts, violations, breaches, defaults filings or other occurrences which notifications would not have a Material Adverse Effect or prevent or materially delay consummation of any of the Transactionstransactions contemplated by this Agreement or any other Transaction Document in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) any other Transaction Document in any material respect. The execution and delivery of this Agreement and the Settlement Agreement by the Company do notterm “Governmental Entity” means any governmental or legal authority exercising executive, and the performance of this Agreement and the Settlement Agreement by the Company will notlegislative, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmentaljudicial, regulatory or administrative authority, agency, instrumentality function of or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure pertaining to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreementgovernment.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, : (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents Organizational Documents of the Company or any of its subsidiaries, Company; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any foreign U.S. federal or domestic state or non-U.S. statute, law, ordinance, regulation, rule, code, restriction, executive orderOrder, injunction, judgment, directive, decree or other order Order ("“Law"”) applicable to the Company or any aspect of its subsidiaries business or by which any property or asset of the Company or any of its subsidiaries is bound or affected, ; or (iii) result in any breach of of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect not, individually or prevent or materially delay consummation of in the Transactionsaggregate, or otherwise prevent be material and adverse to the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any U.S. federal, state, county or local or non-U.S. government, governmental, regulatory or regulatory, administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except for (i) for (A) applicable requirements, if any, of the Securities Act, Exchange Act, state securities or "“blue sky" ” laws ("“Blue Sky Laws"”) and state takeover laws, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (B) applicable requirementsthe “HSR Act”), if any, any Law concerning the deemed assignment or transfer of any Company Permit that is applicable so-called in a state "property transfer acts" (e.g.in which the Company conducts any of its business or otherwise required in connection with any of the transactions contemplated hereby or the consummation thereof, each of which is set forth on Section 3.05(b)(i) of the New Jersey Industrial Site Recovery ActCompany Disclosure Schedule, the Connecticut Transfer Act), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, the DLLCA; and (ii) where the failure to obtain such consents, approvals, authorizations authorizations, permissions, filings or permitsnotifications which, if not made or obtained, would not, individually or in the aggregate, materially impair the Company’s business, or to make such filings or notificationsany aspect thereof, would not have a Material Adverse Effect or prevent or materially delay following the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreementtransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate any provision of the Certificate charter or bylaws of Incorporation the Company or By-laws or any equivalent organizational documents of the Company or any of its subsidiariesCompany Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any foreign United States or domestic non-United States or supranational law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) except as set forth in Section 3.05(a)(iii) of the Disclosure Schedule, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences which would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay consummation the performance of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or by the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States or supranational government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, tribunal or judicial or arbitral body (a "Governmental AuthorityEntity") or any other person), except (i) for applicable requirements of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the AMEX, the pre-merger notification requirements (A) applicable requirements, if any, of the Exchange Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and txx xxxxx xxx xxxxlations promulgated thereunder (the "HSR Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, or (B) as may be applicable requirements, if any, pursuant to the antitrust laws of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act)state, (Cii) for applicable requirements relating to the filing and recordation of appropriate merger documents pursuant to the MGCL and as required by Delaware Law set forth in Section 3.05(b) of the Disclosure Schedule and (D) transfer tax and other filings as required by applicable state law, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or reasonably be expected to (A) prevent or materially delay consummation of the Transactions, Merger or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement(B) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement Transaction Documents by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the Certificate certificate of Incorporation incorporation or Byother constating documents or by-laws or any equivalent organizational documents documents, each as amended to date, of the Company or any of its subsidiariesCompany Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or violate provision of any foreign order of any court, Governmental Authority or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") any Law applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, or result in any notepayment under, bondany Material Contract (as defined in Section 3.11) or Company Permit or, mortgageexcept as set forth in Schedule 3.04(a), indenturerequire the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, leasecontract, license, permit, franchise arrangement or other instrument understanding; or obligation, except, with respect (iv) give rise to clauses (ii) and (iiiany Liability not disclosed in Schedule 3.04(a), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement Transaction Documents by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company of its obligations hereunder and thereunder, will not, require any consent, approval, authorization or permit of, or filing with or notification to, to any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (iA) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Canadian Securities Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) Investment Canada Act and filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe OBCA, and (iiB) where as contemplated by Section 2.01, Section 2.02 and the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation Plan of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementArrangement.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate Articles of Incorporation or By-laws Bylaws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiary, (ii) conflict with or violate any United States federal, state or local or any foreign or domestic statute, law, ordinancerule, regulation, ruleordinance, code, executive order, injunction, judgment, decree or any other order requirement or rule of law (a "Law") ), applicable to the Company or any of its subsidiaries Subsidiary or by which any property or --- asset of the Company or any of its subsidiaries Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent performance by the Company from performing of any of its obligations under this Agreement or the Settlement Agreementconsummation of any of the Transactions. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county state or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission any foreign government or any court, tribunaladministrative or regulatory agency or commission or other governmental authority or agency, domestic or judicial or arbitral body foreign (a "Governmental AuthorityEntity") or any other person), except (i) ------------------- for (A) applicable requirements, if any, of the Exchange Act, French securities laws, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) ------------- laws and the filing of the applicable requirements, if any, Merger Documents with the Secretary of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation Commonwealth of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, Pennsylvania and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate have a Material Adverse Effect or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of any of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of 19 12 this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiary, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affectedaffected other than conflicts or violations that do not, individually or in the aggregate, have a Material Adverse Effect, or (iii) except as set forth on Schedule 3.05(a), result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require any third-party consents, approvals, or authorizations, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, other than breaches, defaults or other occurrences which would not that do not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States or Canadian federal, state, county state or local government, governmental, provincial governmental or regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, authority except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, the pre-merger notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (B) applicable requirements, if any, of any applicable so-called state the "property transfer acts" (e.g., the New Jersey Industrial Site Recovery HSR Act, the Connecticut Transfer Act"), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or the Merger, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement, and do not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company and the consummation of the Transactions and the Share Purchase will not, (i) conflict with or violate the Certificate memorandum and articles of Incorporation or By-laws or equivalent organizational documents association of the Company or any equivalent organizational documents of its subsidiariesany other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions and the Share Purchase) that the matters referred to in ‎Section 3.05(b) are complied with, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the any Group Company or any of its subsidiaries or by which any property or asset of the any Group Company or any of its subsidiaries is bound or affected, or (iii) require consent under, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in loss of benefit under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of the any Group Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument obligation to which any Group Company is a party or obligationby which any of their respective properties or assets are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company and the consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any nation or government, any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, county regional, local or local governmentmunicipal (each, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority"”) (it being understood that the Company is not providing any representation or warranty as to any other personconsent, approval, authorization or permit that may be required to be obtained by THL and Parent in connection with the consummation of the Transactions), except for (i) for (A) compliance with the applicable requirements, if any, requirements of the Exchange Act, state securities and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3 and the filing or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirementsfurnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Acton such documents), (Cii) compliance with the rules and regulations of the NYSE, (iii) the filing of the Plan of Merger and recordation related documentation with the Registrar of appropriate documents Companies of the Cayman Islands pursuant to the Companies Law, (iv) filings, permits, authorizations, consents and approvals as may be required by Delaware Law under any applicable PRC Laws (collectively, the “PRC Regulatory Filings”) and (D) transfer tax and other filings as required by applicable state law, and (iiv) where the failure to obtain or make, as applicable, any such consentsconsent, approvalsapproval, authorizations authorization or permitspermit of, or to make such filings filing with or notificationsnotification to, any Governmental Authority would not not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate Articles of Incorporation incorporation or By-laws or equivalent organizational documents Bylaws of the Company or any of its subsidiariesCompany, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, conflict with or violate any foreign or domestic (Federal, state or local) law, statute, law, ordinance, regulationfranchise, permit, concession, license, writ, rule, coderegulation, executive order, injunction, judgment, judgment or decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries or by which the Company, any material property or material asset of the Company or any of its subsidiaries is bound or affected, or (iii) conflict with, result in any material breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent, approval or notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a lien or other encumbrance on any material property or material asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company is a party or by which any material property or material asset of the Company is bound or affected, except, with respect to clauses except in the case of (ii) and (iii)above where the failure to take action or obtain a consent, for any such conflicts, violations, breaches, defaults approval or other occurrences which authorization would not have cause a Company Material Adverse Effect or could not reasonably be expected, individually or in the aggregate, to prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under transactions contemplated by this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit oforder, permit, or authorization from, or registration, notification or filing with or notification towith, any federal, state, county domestic or local government, foreign governmental, regulatory or administrative authority, agencyagency or commission, instrumentality or commission or any court, tribunaltribunal or arbitral body, or judicial any quasi-governmental or arbitral private body exercising any regulatory, taxing, importing or other governmental authority (a "“Governmental Authority") or any other personEntity”), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawthe CCC, and (ii) where the failure to obtain for such other consents, approvals, authorizations or orders, permits, authorizations, registrations, notifications or to make such filings filings, which if not obtained or notifications, made would not have cause a Company Material Adverse Effect or could not reasonably be expected, individually or in the aggregate, to prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.5(a) of the Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement Ancillary Agreements by the Company Stockholder do not, and the performance consummation of this Agreement the transactions contemplated hereby and the Settlement Agreement by the Company will thereby shall not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiaries, Governing Documents; (ii) to the knowledge of the Stockholder, conflict with or violate in any foreign material respect any federal, state, foreign, or domestic local law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, or decree or other order (collectively, "LawLaws") applicable to the Company or by which any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties is bound or affected, subject; or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right other Person any rights of termination, amendment, acceleration acceleration, or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance an Encumbrance on any property of the properties or asset assets of the Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing is a party or by or to which any of its obligations under this Agreement properties is bound or the Settlement Agreementsubject. (b) The Except as set forth in Schedule 3.5(b) of the Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement Ancillary Agreements by the Company Stockholder do not, and the performance consummation of this Agreement the transactions contemplated hereby and the Settlement Agreement by the Company will thereby shall not, require either the Company or the Stockholder to obtain any consent, license, permit, approval, authorization waiver, authorization, or permit order of, or to make any filing with or notification to, (i) any governmental or regulatory authority, foreign or domestic (federal, state, county or local governmentlocal) (collectively, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental AuthorityEntities") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure any party to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreementany Contract.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate articles of Incorporation incorporation or Byby-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany, (ii) conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance of any kind on any property or asset of the Company or any of its subsidiaries Option Shares pursuant to, any noteagreement, bond, mortgagecontract, indenture, contract, agreement, lease, license, permit, franchise notice or other instrument to which the Company is a party or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults by which the Company is bound or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactionsaffected, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreement. (biv) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") Australian Foreign Acquisitions and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.Takeovers Xxx 0000, the New Jersey Industrial Site Recovery ActNasdaq National Market relating to listing of the Option Shares, the Connecticut Transfer Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), (C) require any filing and recordation by the Company with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, domestic or foreign, except in the case of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and the foregoing clauses (ii) where through (iv) for any such conflicts, violations breaches, defaults, failures to file or obtain the failure to obtain such consents, approvals, authorizations consent or permitsapproval of, or to make such filings or notifications, other occurrences that would not have cause or create a Material Adverse Effect material risk of non-performance or prevent or materially delay consummation delayed performance by Company of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCharter Documents, (ii) subject to obtaining the adoption of this Agreement and the Transaction by the stockholders of the Company, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affectedLegal Requirements, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially impair the Company's rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationContracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would not not, individually and in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of on the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company their obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalcourt, stateadministrative agency, county commission, governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (a "Governmental AuthorityEntity") or any other person), except (i) for (A) applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of the rules and regulations thereunder, and appropriate documents as required by Delaware Law and (D) transfer tax and with the relevant authorities of other filings as required by applicable state lawjurisdictions in which the Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or, after the Closing, the Parent, or prevent or materially delay consummation of the Transactions, Transaction or otherwise prevent the Company parties hereto from performing its their obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiary, as applicable, (ii) conflict with or violate any domestic (federal, state or local) or foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order ("LawLaws") applicable to ---- the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected, except for such conflicts or violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (iiexcept as disclosed in Section 3.05(a) of the Company Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not have a Company Material Adverse Effect or and will not prevent or materially delay the consummation of the Transactions, or otherwise prevent the Company from performing its obligations under transactions contemplated by this Agreement or the Settlement Agreement. (b) The Except as disclosed in Section 3.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agencydomestic, instrumentality foreign or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personsupranational, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of ------------ 1933, as amended (the "Securities Act"), state securities or "blue sky" laws ("Blue Sky -------------- -------- Laws") and ), state takeover laws, the pre-merger notification requirements of the ---- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (B) applicable requirements, if any, of any applicable so-called state the "property transfer acts" (e.g., the New Jersey Industrial Site Recovery HSR Act, the Connecticut Transfer Act"), (C) and filing and recordation of ------- appropriate merger documents as required by Delaware Law and the rules of the National Association of Securities Dealers (D"NASD") transfer tax and other filings as required by applicable state law, and (ii) where the failure to ---- obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, (i) conflict with or violate the Certificate of Incorporation Company Charter Documents or By-laws or the equivalent organizational documents of the Company or any of its Company's subsidiaries, (ii) subject to obtaining the approval of Company's shareholders of the Merger and compliance with the requirements set forth in Section 2.5(b) below, conflict with or violate any foreign or domestic statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company its or any of its subsidiaries their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties or assets of Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii)) individually or in the aggregate, for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreementon Company. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalcourt, stateadministrative agency, county commission, governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (a "Governmental AuthorityEntity") or any other person), except (i) for (A) applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.), the New Jersey Industrial Site Recovery pre-merger notification requirements (the "HSR Approval") of the Hart-Xxxxx- Rodixx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Connecticut Transfer Act)rules and regulations of Nasdaq, (C) and the filing and recordation of appropriate documents the Certificate of Merger as required by Georgia Law and the filing and recordation of the Delaware Certificate of Merger as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or on Company, would not prevent or materially delay consummation of the Transactions, Merger or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and the Settlement Agreement by other Transaction Documents to which the Company do is or will at the Closing be a party does not, and subject to receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any (including but not limited to the by-laws and the public deed of its subsidiariesincorporation of the Company), (ii) conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) applicable requirements, if any, of the Exchange Act, Spanish Securities Market Act (Ley del Xxxxxxx de Valores), Spanish foreign direct investment regulations under Law 19/2003 of July 4, 2003, on the legal regime of capital movements and economic transactions with foreign countries and on certain measures for the prevention of money laundering to be observed and complied with by Kensington, Kensington Investors and PIPE Investors, any equivalent foreign Law, state securities or "“blue sky" ” laws ("“Blue Sky Laws") and ”), state takeover lawsLaws, (B) applicable requirementsthe pre-merger notification requirements of the HSR Act, or, if anyapplicable, the Spanish Law 15/2007, of any applicable so-called state "property transfer acts" (e.g.July 3, for the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation Defence of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawCompetition, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, notifications that would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and the Settlement Agreement by the Company do not, and the performance by the Company of this Agreement and the Settlement Agreement consummation of the Transactions by the Company will not, : (ia) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any of its subsidiaries, Subsidiary; (iib) conflict with or violate any foreign United States or domestic non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected; or (c) except as set forth in Section 3.05 of the Company Disclosure Schedule, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of any of them is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (bd) The Neither the Company nor any of its Subsidiaries is required to obtain any consent, permit, approval, order or authorization of any government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Authority"), in connection with the execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and or the performance consummation of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization Transactions except for (x) those required under or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for in relation to (A) applicable requirements, if any, of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws), (B) applicable requirements, if any, the DGCL with respect to the filing of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act)Certificate of Merger, (C) filing rules and recordation regulations of appropriate documents as required by Delaware Law The Nasdaq Stock Market and (D) transfer tax and other filings such as may be required by under any applicable state law, securities or blue sky laws and (iiy) where the failure to obtain such consents, permits, approvals, orders or authorizations the failure of which to obtain is not reasonably likely to have, individually or permitsin the aggregate, a Company Material Adverse Effect. (e) The Board of Directors of the Company, or to make such filings or notificationsan appropriate committee thereof, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactionshas taken, or otherwise prevent prior to the Company from performing its obligations under Effective Time will take, all action necessary so that the Settlement Agreement and this Agreement.Rule 16b-3

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.5, the execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Certificate Company's Articles of Incorporation or By-laws Bylaws or equivalent organizational documents of the Company documents, in each case as amended or any of its subsidiariesrestated, (ii) to the knowledge of the Company and the Shareholders, conflict with or violate any federal, state, foreign or domestic local law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunctionguidance, judgmentpolicy, judgment or decree or other order (collectively, "LawLAWS") and applicable to the Company or by which any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties is bound or affectedsubject to, or (iii) result in any violation of or breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration acceleration, suspension or cancellation of, or require payment under, or result in the loss or impairment of, or result in the creation of a lien an Encumbrance on, any of the properties or other encumbrance on any property or asset Assets of the Company under or any of its subsidiaries pursuant to, any note, bond, mortgage, security agreement, indenture, contract, agreement, lease, license, right, permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing is a party or by which the Company or any of its obligations under this Agreement Assets is bound or the Settlement Agreementsubject. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative quasi-governmental authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (a "Governmental AuthorityGOVERNMENTAL ENTITIES") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax based on Laws and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation requirements of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementGovernmental Entities.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement any agreements contemplated hereby by the Company do not, and the performance of this Agreement and the Settlement Agreement any agreements contemplated hereby by the Company will not, (i) conflict with or violate the Certificate Declaration of Incorporation Trust or By-laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) to the knowledge of the Company, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement Agreementand any agreements contemplated hereby. (b) The Except for the New York Stock Exchange Additional Listing Application, the execution and delivery of this Agreement and the Settlement Agreement any agreements contemplated hereby by the Company do not, and the performance of this Agreement and the Settlement Agreement any agreements contemplated hereby by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement consummation by the Company of the transactions contemplated hereby will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive court order, injunction, judgment, judgment or decree or other order ("Law") applicable to the Company or by which any of its subsidiaries property is bound, (ii) violate or by which any property conflict with the Articles of Incorporation or asset bylaws (or comparable organizational documents) of the Company or any of its subsidiaries is bound or affectedCompany, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, of both would become a default) under, or give to others any right rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of the Company pursuant to, any contract, instrument, Permit or license to which the Company is a party or by which the Company or any of its subsidiaries pursuant toproperty is bound, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to except in the case of clauses (iii) and (iii), ) for any such conflicts, violations, breachesbreaches or defaults which, defaults individually or other occurrences which in the aggregate, would not have or result in a Material Adverse Effect or prevent or materially delay consummation of on the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The execution Except for the filing of the Merger Certificate and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (A) applicable requirements, if any, under “takeover” or “blue sky” laws of various states, the Company is not required to submit any notice, report or other filing with any federal, state or local or foreign government, political subdivision thereof, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “Governmental Entity”) in connection with the execution, delivery or performance of this Agreement or the consummation of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where transactions contemplated hereby the failure of which to obtain such consentssubmit would, approvalsindividually or in the aggregate, authorizations have or permits, or to make such filings or notifications, would not have result in a Material Adverse Effect on the Company. No waiver, consent, approval or prevent authorization of any Governmental Entity or materially delay consummation of the Transactions, any third party is required to be obtained or otherwise prevent made by the Company from performing in connection with its obligations under execution, delivery or performance of this Agreement the Settlement Agreement and this Agreementfailure of which to obtain or make, individually or in the aggregate, would have or result in a Material Adverse Effect on the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") Law applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences which would not not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body Governmental Entity (a "Governmental Authority") or any other personas defined below), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws Laws ("Blue Sky LawsBLUE SKY LAWS") ), the New York Stock Exchange, Inc. (the "NYSE"), the Listing Market and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g.Laws, the New Jersey Industrial Site Recovery Actpre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the Connecticut Transfer Actrules and regulations thereunder (the "HSR ACT"), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsMerger, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this Agreement, and would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in SCHEDULE 3.05, the execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, not (i) conflict with or violate the Company's Certificate of Incorporation or By-laws Laws or equivalent organizational documents of the Company documents, in each case as amended or any of its subsidiariesrestated, (ii) conflict with or violate any federal, state, foreign or domestic local law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order ("LawLAWS") in effect as of the date of this Agreement and applicable to the Company or by which any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries properties is bound or affectedsubject to, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien an Encumbrance on, any of the properties or other encumbrance on any property or asset Assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contractContract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing is a party or by which the Company or any of its obligations under this Agreement properties is bound or the Settlement Agreementsubject. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company will not, require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any federal, state, county governmental or local government, governmental, regulatory or administrative authority, agency, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body foreign (a "Governmental AuthorityGOVERNMENTAL ENTITIES") or any based on Laws and other personrequirements of Governmental Entities in effect as of the date of this Agreement, except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" sky laws ("Blue Sky LawsBLUE SKY LAWS") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) and the filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementLaw.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement consummation of the Transactions by the Company will not, except as set forth in Section 4.05(a) of the Disclosure Schedule, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiary, (ii) conflict with or violate any United States federal, state, county or local, or, to the Company's knowledge, any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its subsidiaries Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the Settlement Agreementaggregate, have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will not, except as set forth in Section 4.05(b) of the Disclosure Schedule, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or, to the Company's knowledge, any foreign government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person), except (i) for (A) applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirementsthe pre-merger notification requirements of the HSR Act and the termination of the waiting periods thereunder, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) and filing and recordation of appropriate merger documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the TransactionsOffer or the Merger, or otherwise prevent or materially delay the Company from performing its obligations under the Settlement Agreement and this Agreement, and would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict result in any violation or breach of any provision of the Company Charter or the Company Bylaws, (ii) assuming compliance with the matters referred to in Section 3.05(b), result in a violation or violate the Certificate breach of Incorporation any applicable Law or By-laws or equivalent organizational documents of any Order that names the Company or any of its subsidiaries, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affectedbound, or (iii) result in any breach of or violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become ) a default) default by the Company or a Company Subsidiary under, or give to others any right of termination, amendment, acceleration termination or cancellation of, or result in the loss of any material benefit under, or the creation of a lien any Lien (other than Permitted Liens) on the properties or other encumbrance on any property or asset assets of the Company or any of its subsidiaries pursuant toCompany Subsidiary under, any noteMaterial Contract, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to except in the case of clauses (ii) and (iii), for any such conflictsas would not, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent and adversely affect the Company from performing its obligations under this Agreement or and the Settlement AgreementCompany Subsidiaries, taken as a whole. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company and the consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county local or local foreign government, governmental, regulatory or administrative authority, agency, instrumentality agency or commission or other governmental authority or instrumentality, or self-regulatory organization, domestic or foreign, or any court, tribunal, or judicial or arbitral body (a "“Governmental Authority") or any other person”), except (i) for (A) complying with any applicable requirements, if any, requirements of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., filings with the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents SEC as may be required by Delaware Law the Company in connection with this Agreement and (D) transfer tax and other filings as required by applicable state law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations any filings required under the Settlement Agreement rules and this Agreementregulations of NYSE, any filings as may be required under the DGCL in connection with the Transactions, including the filing with the Secretary of State of the State of Delaware of the Certificate of Merger, and any other actions or filings the absence of which could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by each of the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company Rho will not, (i) conflict with or violate any statute, law, rule, regulation, order, judgment or decree applicable to the Company or Rho or by which the Company or Rho or any of the Company's or Rho's respective material properties or assets is bound or affected, (ii) violate or conflict with the Certificate of Incorporation Incorporation, Bylaws or By-laws or other equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affectedRho, or (iii) result in any breach of or constitute a default (with or an event which, with without notice or lapse of time or both, would become a default) any breach of or default under, or give to others another party any right of termination, amendment, acceleration or cancellation of, or result in the creation of a any lien or other encumbrance or restriction on any of the respective material property or asset assets of the Company or any of its subsidiaries Rho pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which the Company or Rho is a party or by which the Company or Rho or any of the Company's or Rho's respective material properties or assets is bound or affected; except in the case of the foregoing clauses (i), except, with respect to clauses (ii) and (iii), for any where such conflictsviolation, violationsconflict, breachesbreach, defaults default, right of termination, amendment, acceleration or other occurrences which cancellation, lien, encumbrance or restriction would not, or would reasonably be expected not have a Material Adverse Effect or to, prevent or materially delay consummation of the Transactions, or otherwise prevent performance by the Company from performing its or Rho of any of their respective obligations under this Agreement or the Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by each of the Company or Rho do not, and the performance of this Agreement and the Settlement Agreement by each of the Company or Rho will not, require any consent, approval, order, permit or governmental, authorization or permit of, or filing with or notification to, any federal, state, county third party or local government, any governmental, regulatory or administrative authority, agencyagency or commission, instrumentality domestic or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personforeign, except (i) for (A) applicable requirements, if any, of as may be required under the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (C) filing and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state law, and (ii) except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, or would reasonably be expected not have a Material Adverse Effect or to, prevent or materially delay consummation the performance by the Company or Rho of the Transactions, Company's or otherwise prevent the Company from performing its Rho's respective obligations under the Settlement Agreement and this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Deposit Agreement by the Company do not, and the performance of this Agreement and the Settlement Deposit Agreement by the Company will not, (i) conflict with or violate the Certificate Articles of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany Subsidiary, (ii) subject to obtaining the Company Required Approvals and, in the case of the Merger, the Required Company Vote, conflict with or violate any foreign U.S. or domestic non-U.S. law (statutory, common or otherwise), including any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of or applied by a Governmental Authority ("“Law"”) applicable to the Company or any of its subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its subsidiaries Company Subsidiary is bound or affected, or (iii) subject to obtaining the consents listed in Section 3.5(a) of the Disclosure Schedule, result in any breach of of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a defaultdefault or breach) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any of its subsidiaries Company Subsidiary pursuant to, or result in the loss of a material benefit under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligationPermit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementEffect. (b) The execution and delivery of this Agreement and the Settlement Deposit Agreement by the Company do not, and the performance of this Agreement and the Settlement Deposit Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other person, except (i) for (Ax) applicable requirements, if any, of the Exchange Act, Act and state securities or "“blue sky" ” laws ("“Blue Sky Laws"”) and state takeover laws, (B) applicable requirements, if any, of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act), (Cy) filing and recordation of appropriate merger documents as required by Delaware Law and the Nevada Revised Statutes (D) transfer tax and other filings as required by applicable state lawcollectively, the “Company Required Approvals”), and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not have a Material Adverse Effect or prevent or materially delay consummation of the Transactions, or otherwise prevent the Company from performing its obligations under the Settlement Agreement and this AgreementEffect.

No Conflict; Required Filings and Consents. Except as set forth in Schedule 2.5 hereto: (a) The execution and delivery of this Agreement and the Settlement Agreement by the Company do not, and the performance of this Agreement and the Settlement Agreement by the Company will shall not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any of its subsidiariesCompany’s Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Merger by the stockholders of the Company, conflict with or violate any foreign or domestic statuteLegal Requirements (as defined in Section 10.2(b)), law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any of its subsidiaries pursuant to, any noteCompany Contracts or (iv) result in the triggering, bondacceleration or increase of any payment to any Person pursuant to any Company Contract, mortgage, indenture, contract, agreement, lease, license, permit, franchise including any “change in control” or other instrument or obligationsimilar provision of any Company Contract, except, with respect to clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults defaults, triggerings, accelerations, increases or other occurrences which that would not not, individually and in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of on the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the Settlement AgreementCompany. (b) The execution and delivery of this Agreement and the Settlement Agreement by the Company do does not, and the performance of this Agreement and the Settlement Agreement by the Company its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federalGovernmental Entity or other third party (including, statewithout limitation, county or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority") or any other personlenders and lessors), except (i) for (A) applicable requirements, if any, of the Exchange Securities Act, state securities the Exchange Act or "blue sky" laws ("Blue Sky Laws") , and state takeover lawsthe rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (Bii) applicable requirementsfor the filing of any notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyrequired upon advice of counsel, and the expiration of any applicable so-called state "property transfer acts" (e.g., the New Jersey Industrial Site Recovery Act, the Connecticut Transfer Act)required waiting period thereunder, (Ciii) filing the consents, approvals, authorizations and recordation of appropriate documents as required by Delaware Law and (D) transfer tax and other filings as required by applicable state lawpermits described in Schedule 2.5, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or, after the Closing, the Delcorp or the Surviving Corporation, or prevent or materially delay consummation of the Transactions, Merger or otherwise prevent the Company parties hereto from performing its their obligations under the Settlement Agreement and this Agreement.