Common use of No Conflict Clause in Contracts

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than filings required under the HSR Act, the filing of a Form 4 3 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act and the filing of a registration statement under the Securities Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority state or federal public body or authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and the consummation by Premier Parent of the transactions contemplated hereby and therebyhereby, except in each case for such filings the failure of which to be made, individually or in the aggregate, could would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, Parent or to prevent or materially delay the consummation of the transactions contemplated hereby by the Merger Agreement and therebyfilings required in connection with the consummation of the Mergers. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent nor the consummation by Premier Parent of the transactions contemplated hereby or thereby, nor compliance by Premier Parent with any of the provisions hereof or thereof shall (ix) conflicts conflict with or results result in any breach of the Articles of Incorporation or bylaws of Premierany applicable organizational documents applicable to Parent, (iiy) contravenesresult in a violation or breach of, conflicts or constitute (with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order time or decree binding upon Premier, or (iiiboth) constitutes a default under (or gives give rise to any third party right of termination, cancellation cancellation, material modification or acceleration acceleration) under any of the terms, conditions or provisions of any right note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of Premier any kind to which Parent is a party or by which Parent or any of its Subsidiaries Parent's properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to a loss of any benefit to which Premier Parent or any of its Subsidiaries is entitled under any provision of any agreementParent's properties or assets, contract or other instrument binding on Premier or except to the extent that any of its Subsidiaries the foregoing, individually or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)aggregate, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier Parent or any to prevent or materially delay the consummation of its Subsidiaries taken as a wholethe transactions contemplated by the Merger Agreement.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier the Borrower, the compliance by the Borrower with all the provisions hereof and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby (a) will not require any consent, approval, authorisation or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states of the United States or any securities laws of any jurisdiction other than Russia, Luxembourg, the United Kingdom and thereby. Neither the execution Federal law of the United States) except for such consents, approvals, authorisations or other orders as have been obtained and delivery of this Purchase Agreement which are in full force and effect or as may only be obtained after the Registration Rights Agreement by Premier nor the consummation by Premier closing of the transactions contemplated hereby or thereby, nor compliance by Premier (b) will not conflict with or constitute a breach of any of the terms or provisions hereof of, or thereof (i) conflicts with or results in any breach a default under, the charter of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Borrower or any of its the Borrower’s Significant Subsidiaries that holds a Material Mobile Licence, (c) will not conflict with or to constitute a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision breach of any agreement, contract indenture or other instrument binding on Premier to which the Borrower or any of its the Significant Subsidiaries is a party or by which the Borrower, any of the Significant Subsidiaries or their respective property or assets is bound, and (d) will not violate or conflict with any licenselaws, franchiseadministrative regulations or rulings or court decrees applicable to the Borrower, permit or other similar authorization held by Premier or any of its Subsidiariesthe Significant Subsidiaries or their respective property, except, except in the case of clauses (iic) and (iiid), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss that violation which would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Shareholder, nor the consummation performance by Premier such Shareholder of the transactions contemplated hereby or therebyits obligations hereunder will, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Shareholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Shareholder or such Shareholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Shareholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Shareholder or such Shareholder’s Subject Shares. If such Shareholder is a married individual and such Shareholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Shareholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non-renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party, nor the consummation by Premier of the transactions contemplated hereby herein or therein contemplated, nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (i) conflict with, except for such filings constitute a default under or result in any breach of (A) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (ii) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty to which such Subsidiary Guarantor is a party, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyother Loan Documents, nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (i) conflicts with conflict with, constitute a default under or results result in any breach of (A) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premiersuch Subsidiary or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (ii) contravenes, conflicts with result in the creation or would constitute a violation enforcement of any provision Lien upon any property (now or hereafter acquired) of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Subsidiary (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than (a) Subject to receipt of the filing of a Form 4 consents and an amendment ----------- approvals referred to Premier's report on Schedule 13D under in the Exchange Actfollowing sentence, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement by the Fund nor the consummation of the Merger or the other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Partnership Agreement or the Registration Rights Agreement by Premier and the consummation by Premier certificate of formation of the transactions contemplated hereby and therebyFund, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (iii) breach any provision of any material contract to which the Fund is a party, except for in the case of the foregoing (ii) or (iii) to the extent such filings the failure of which to be madeconflict or breach would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierthe Fund or its ability to consummate the Merger or the other transactions contemplated hereby. Except for the approval of the Fund GP (which approval has already been obtained), the Fund is not and its Subsidiaries, taken as a whole, will not be required to obtain any consent or to prevent approval from any person in connection with the execution and delivery of this Agreement or materially delay the consummation of the Merger and the other transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement by the Fund GP nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Fund GP’s organizational documents, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund GP is subject, (iii) breach any provision of any material contract to which the Fund GP is a party, except in the case of the foregoing (ii) or (iii) to the extent such conflict or breach would not, individually or in the aggregate, have a material adverse effect on the Fund GP’s ability to consummate the transactions contemplated hereby. The Fund is not and thereby. Neither will not be required to obtain any consent or approval from any person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than Subject to obtaining the filing HSR Approval (if required) and the approval of a Form 4 the Bankruptcy Court and an amendment ----------- to Premier's report on Schedule 13D the State of New Jersey under the Exchange ActIndustrial Site Recovery Act (if required), and no filing withassuming that all consents, approvals, authorizations and other actions described in Section 3.03 have been obtained, all filings and notifications listed in Section 3.03 of the Sellers’ Disclosure Schedule have been made, and no permitany applicable waiting period has expired or been terminated, authorizationand except as may result from any facts or circumstances relating solely to the Purchaser, consent or approval ofthe execution, any Governmental Authority is necessary for the execution delivery and performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Sellers and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated Transactions hereby and thereby. Neither the execution thereby do not and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier will not, except as set forth in Section 3.02 of the transactions contemplated hereby Sellers’ Disclosure Schedule: (a) violate, conflict with or therebyresult in the breach of the certificate of incorporation, nor compliance by Premier with articles of incorporation, bylaws, certificate of formation, operating agreement, limited liability company agreement or similar formation or organizational documents of any of the provisions hereof or thereof Sellers; (ib) conflicts conflict with or results violate any Law or Order applicable to any of the Sellers or any of the Purchased Assets or Assumed Liabilities; (c) violate, conflict with, result in any breach of the Articles of Incorporation or bylaws of Premierof, (ii) contravenes, conflicts with or would constitute a violation default (or event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth, would become a default) constitutes a default under under, or gives rise to require any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled consent under any provision of any note, bond, mortgage or indenture, Contract, agreement, contract lease, sublease, license, permit, franchise or other instrument binding on Premier or arrangement to which any of its Subsidiaries the Sellers is a party, or result in the creation of any license, franchise, permit or Lien (other similar authorization held by Premier or than Permitted Liens) on any of its Subsidiariesthe Purchased Assets, except to the extent that any such rights and such Liens are not enforceable (before or after consummation of the Transactions) due to operation of the Bankruptcy Code and except, in the case of clauses (iib) and (iiic), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss default that would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than The execution and delivery of the filing Separation Agreements required to be listed in Section 3.21(a) of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActParent Disclosure Letter by Parent does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement such Separation Agreements by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Parent and its Subsidiaries, taken as a whole, or to prevent or materially delay Subsidiaries and the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement thereby by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent will not: (i) conflicts conflict with or results in violate the Parent Charter Documents or the Subsidiary Charter Documents of any breach Subsidiary of the Articles of Incorporation or bylaws of PremierParent, (ii) contravenes, conflicts conflict with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise material Legal Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or any of its Subsidiaries or to a loss of any benefit to by which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or any of its Subsidiaries or any licenseof their respective material properties is bound or affected, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, for or materially impair the rights of Parent or its Subsidiaries (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or materially alter the rights or obligations of any such contraventionthird party under, conflict, violation, default, or give to others any rights of termination, cancellationamendment, acceleration or loss that would not have cancellation of, or result in the creation of a material adverse effect Lien on Premier any of the material properties or assets of Parent or any of its Subsidiaries taken (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) pursuant to, any Parent Contract, except as would not reasonably be expected to be material to Parent. Section 3.21(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of the Contracts of Parent or any of its Subsidiaries required to be obtained in connection with the consummation of the transactions contemplated by the Separation Agreements, which, if individually or in the aggregate are not obtained, would result in a wholematerial loss of benefits to the Surviving Corporation in the Parent Merger (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or would prevent or materially impair the consummation of the transactions contemplated by the Parent Merger or the Separation Agreements.

No Conflict. Other than (a) None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActSellers is in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, performance by any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any, violation of or default under any provision of (i) any Organizational Documents of such Seller, (ii) any Legal Requirement or any Order or (iii) any Contract to which any Seller is a party or by which it or any of the Purchased Assets is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premierthe Purchased Assets. The execution, delivery and its Subsidiaries, taken as a whole, or to prevent or materially delay performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof or thereof Purchased Assets (iexcept an Encumbrance created in favor of a Seller by a Transaction Document) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Seller or to a loss of any benefit to which Premier or any of its Subsidiaries Seller is entitled under any provision of any agreementContract binding upon any Seller or any of the Purchased Assets, contract except as provided under the Transaction Documents. (b) Except as set forth in Section 3.3(b) of the Disclosure Schedule, none of the Sellers is or other instrument binding on Premier will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a party or by which it, any of its Assets or any of its Subsidiaries employees or any licenseindependent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in except where the case of clauses (ii) failure to do so has not had and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholethe Purchased Assets.

No Conflict. Other than Subject to the filing entry of a Form 4 the Court Orders and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexpiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and no filing with3020(e), as applicable, the distribution of the Rights, the sale, issuance and no permit, authorization, consent or approval of, any Governmental Authority is necessary for delivery of the execution Shares upon exercise of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation of the Rights Offering by Premier the Company and the execution and delivery (or, with respect to the Amended Plan, the filing) by the Company of this Agreement and the Amended Plan and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby herein and therebytherein (including compliance by the Investor with its obligations hereunder and thereunder) (i) will not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except for to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company included in the Amended Plan and as applicable to the Company from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except in any such filings the failure of which case described in subclause (i) or (iii) as will not have or could not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with except in any of the provisions hereof or thereof such case described in subclause (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any (w) the registration under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) of resales of the Shares following exercise of Rights, (x) the approval by the Bankruptcy Court of the Company’s authority to enter into and implement this Agreement, (y) filings with respect to and the expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such contraventionconsents, conflictapprovals, violationauthorizations, default, termination, cancellation, acceleration registrations or loss that would not have a material adverse effect on Premier qualifications as may be required under state securities or any Blue Sky laws in connection with the purchase of its Subsidiaries taken as a wholethe Shares by the Investor.

No Conflict. Other than Subject to the filing receipt of a Form 4 the Consents described in Section 6.05 and an amendment ----------- to Premier's report on Schedule 13D under assuming the Exchange Actaccuracy of the representations and warranties of Starwood and Vistana set forth in Article IV and Article V, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by each of ILG and Merger Sub of this Purchase Agreement and the Transaction Documents to which it is or will be a party at the Registration Rights Agreement by Premier Effective Time and the consummation by Premier ILG and Merger Sub of the transactions contemplated hereby and therebythereby (for the avoidance of doubt, except for such filings including performance of the failure Transaction Documents following the Closing by ILG and the ILG Subsidiaries including the Vistana Entities) do not and will not, as of which to be madethe Effective Time, individually (a) violate any provision of, or result in the aggregatematerial breach of, could not reasonably be expected any Law applicable to have a material adverse effect on Premier, ILG and its Subsidiaries, taken as a whole, the ILG Subsidiaries or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with which any of the provisions hereof or thereof its assets is bound; (ib) conflicts conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of the Organizational Documents of ILG, Merger Sub and the ILG Subsidiaries; or (c) violate any law, regulation, judgment, injunction, order provision of or decree binding upon Premierresult in a breach of, or (iii) constitutes require a default under consent under, or gives rise to any right of terminate or result in the termination, cancellation creation, modification or acceleration of any right obligation under, or obligation of Premier result in the loss, reduction or any of its Subsidiaries or to a loss delay of any benefit or payment obligation under, or give rise to any increased, additional or accelerated rights of any other party under, or create any restriction on the conduct of the businesses of ILG and the ILG Subsidiaries pursuant to (i) any ILG Material Contract or (ii) any Contract involving, related to or affecting the grant of any right in any material Intellectual Property pursuant to which Premier or any of its ILG and the ILG Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesconduct their respective businesses, except, in the case of clauses (iia) and (iiic)(i), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean ILG Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 3.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which Inovio Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held Inovio Intellectual Property owned by Premier Inovio or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. Inovio or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of Inovio, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, Inovio will be permitted to exercise all of Inovio's rights or the rights of any of Inovio's Subsidiaries, as the case may be, under such Contracts and all rights with respect to Inovio Intellectual Property under such Contracts to the same extent Inovio or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier Inovio or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) Inovio or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material Inovio Intellectual Property right not already so licensed by Inovio or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Inovio of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent and Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent and Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Parent or Sub; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in the loss of a material benefit to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the governmental filings and other matters referred to in paragraph (b) of this Section 4.5, contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Sub of this Agreement nor the consummation by Parent or Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Shares to be issued in the Merger on the New York Stock Exchange, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of such Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by such Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of such Seller to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of Buyer’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any such Seller and the performance by such Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any contract, mortgage, lease, agreement, deed of trust, indenture or any other instrument to which such Seller is a party or by which such Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which such Seller is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementLien, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthan Permitted Liens, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any individually or in the aggregate, reasonably be expected to materially impede or delay the Closing or the ability of such contravention, conflict, violation, default, termination, cancellation, acceleration Seller to fulfill its obligations hereunder or loss that would not have under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the The consummation of the transactions contemplated hereby under this Agreement and thereby. Neither the execution and delivery Escrow Agreement will not require the consent, waiver or approval of this Purchase Agreement any party to any material contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any of them is bound, or the Registration Rights Agreement by Premier nor consent, approval, order or authorization of, or the consummation by Premier of the transactions contemplated hereby registration, declaration or therebyfiling with, nor compliance by Premier with any of the provisions hereof or thereof Governmental Authority, except for (i) conflicts with any approvals or results filings of notice under, or in any breach connection with, the Gaming Laws and the HSR Act, (ii) the filing and recordation of the Articles of Incorporation Merger as required by the NRS, and (iii) those consents, waivers and approvals that relate to or bylaws are applicable to the Company or any of Premierits Affiliates but not to Parent, Merger Sub or any of their Affiliates. Assuming the consents, waivers and approvals set forth in the immediately preceding clauses (i) and (ii) contravenesare obtained or made, conflicts with as applicable, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the execution, delivery and performance by Parent of the Escrow Agreement, will not (x) violate any law applicable to Parent, Merger Sub or would constitute any of their Affiliates, (y) result in a breach or violation of any provision of, or constitute a default under, any contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any law, regulation, judgment, injunction, order or decree binding upon Premierof them is bound, or (iiiz) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under conflict with any provision of any agreementthe charter, contract bylaws or other instrument binding on Premier organizational documents of Parent or any of its Subsidiaries or any licenseMerger Sub, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (iix) and (iii)y) above, for any such contraventionbreach, conflict, violation, default, termination, cancellation, acceleration violation or loss that default which would not have a material adverse effect on Premier reasonably be expected to delay or any prevent consummation of its Subsidiaries taken as a wholethe Merger.

No Conflict. Other The execution and delivery by each of the Borrower Entities of this Credit Agreement and each of the other Credit Documents executed and delivered in connection herewith by one or more of the Borrower Entities (other than the filing documents required to be delivered in order to reduce the amount of a Form 4 the Resolution Block; provided, that from and an amendment ----------- to Premier's report on Schedule 13D under after the Exchange Actdate of receipt of all such documents, the representation and no filing with, warranty contained in this Section shall apply) and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier obligations of such Borrower Entities hereunder and thereunder and the consummation by Premier such Borrower Entities of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof : (i) conflicts with are within the corporate or results in any breach limited liability company powers of the Articles of Incorporation or bylaws of Premier, such Borrower Entity; (ii) contravenes, conflicts with are duly authorized by the Board of Directors or would constitute a violation similar managing body of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Borrower Entity; (iii) constitutes a default under are not in contravention of the terms of the organizational documents of such Borrower Entity or gives rise to any right of termination, cancellation or acceleration of any right indenture, contract, lease, agreement, instrument or obligation of Premier other commitment to which such Borrower Entity is a party or by which such Borrower Entity or any of its Subsidiaries properties are bound; (iv) do not require the consent, registration or to a loss approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect); (v) do not contravene any statute, law, ordinance, regulation, rule, order or other governmental restriction applicable to or binding upon such Borrower Entity; and (vi) will not, except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens upon any property of such Borrower Entity under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which Premier such Borrower Entity is a party or by which it or any of its Subsidiaries is entitled under any provision of any agreement, contract property may be bound or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than Except as Previously Disclosed in the filing Vision Bancshares Disclosure Schedule, subject to the required approval of a Form 4 this Agreement by the shareholders of Vision Bancshares, receipt of the required approvals of Governmental Authorities and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActRegulatory Authorities, expiration of applicable regulatory waiting periods, and no filing withrequired filings under federal and state securities laws, the execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, and the consummation by Premier of the transactions contemplated hereby hereby, by Vision Bancshares and therebyits Subsidiaries do not and will not: (i) conflict with, except for or result in a violation of, or result in the breach of or a default (or with notice or lapse of time result in a default) under, or give rise to any Lien, any acceleration of remedies or any right of termination under any provision of: (A) any Law or administrative ruling of any Regulatory Authority applicable to Vision Bancshares or any of its Subsidiaries or any of their respective properties; (B) the Vision Bancshares Articles, the Vision Bancshares Bylaws or any other Governing Documents of Vision Bancshares, or the Governing Documents of any of Vision Bancshares’ Subsidiaries; (C) any Material Contract or any material governmental permit or license to which Vision Bancshares or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, except, in the case of Contracts, such filings the failure conflicts, violations, breaches, defaults, Liens, accelerations of remedies or rights of termination which to be made, individually or in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and its Subsidiaries, taken as a whole, Vision Bancshares prior to the Merger or to prevent or materially delay the on Park upon consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with Merger; (D) any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulationorder, judgment, injunctionwrit, order injunction or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right Governmental Authority or obligation of Premier or any of its Subsidiaries or Regulatory Authority applicable to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Vision Bancshares or any of its Subsidiaries, except, in the case of clauses ; or (ii) and (iii)violate the terms or conditions of, for any such contravention, conflict, violation, default, termination, or result in the cancellation, acceleration modification, revocation or loss that would not have a suspension of, any material adverse effect on Premier license, approval, certificate, permit or authorization held by Vision Bancshares or any of its Subsidiaries taken as a wholeSubsidiaries.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution ‌ The entering into of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation performance by Premier the Buyer of its obligations hereunder, including without limitation, the issuance of the transactions contemplated hereby and therebyConsideration Shares, except for such filings the failure will not: (a) conflict with or result in a breach of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the terms, conditions or provisions hereof or thereof of: (i) conflicts with or results in any breach the constating documents of the Articles Buyer or any of Incorporation the Buyer Subsidiaries, or bylaws the provisions of Premier, the Buyer Common Shares; (ii) contravenesany Material Contract to which the Buyer or any of the Buyer Subsidiaries is now a party or by which any such party is bound, conflicts with or would constitute a violation of any provision of any lawdefault thereunder, regulation, judgment, injunction, order other than where such conflict or decree binding upon Premier, or breach would not result in a Material Adverse Change to the Buyer; (iii) constitutes any Order; or (iv) any applicable Law; (b) will result in a default under or gives Material Adverse Change to the Buyer; (c) will give rise to any pre-emptive right of termination(which has not been waived or will be waived prior to the Closing), cancellation or acceleration give any person the right, to: (i) trigger or accelerate the maturity or performance of any right or obligation of Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party or to a loss trigger the payment of any benefit to which Premier monies by any of the Buyer or any of its the Buyer Subsidiaries is entitled under which would not otherwise be payable, other than where such payment would not result in a Material Adverse Change to the Buyer; or (ii) cancel, terminate or modify any provision of any agreement, contract or other instrument binding on Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party, which cancellation, termination or any license, franchise, permit or other similar authorization held by Premier modification would result in a Material Adverse Change to the Buyer; (d) will require the Buyer or any of its Subsidiariesthe Buyer Subsidiaries to obtain any material consent, exceptlicense, in the case of clauses (ii) and (iii), for certification or approval from any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would third party which has not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholebeen duly obtained.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the The execution and delivery of this Purchase Agreement or and the Registration Rights Agreement other Transaction Documents by Premier nor Seller do not, and the performance by Seller of its obligations hereunder and the consummation by Premier of the Acquisition and the transactions contemplated hereby by the other Transaction Documents will not: (a) conflict with or therebyviolate any provision of the Certificate of Incorporation or Bylaws or any resolutions adopted by the board of directors or stockholders of Seller; (b) assuming that all filings and notifications described in Section 3.4 have been made, nor compliance conflict with or violate any Law or Order applicable to the Business or by Premier with which any of the provisions hereof Purchased Assets, the Seller Licensed Technology (within the scope of the license granted under the License Agreement), the Seller Licensed Proprietary Rights (within the scope of the license granted under the License Agreement), the Licensed IP, the Licensed Technology or thereof the Business is bound or affected; or (ic) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation default (or an event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order time or decree binding upon Premierboth would reasonably be expected to become a default) under, or (iii) constitutes a default under or gives rise give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any right or obligation of Premier or a Lien (other than a Permitted Exception) on any of its Subsidiaries the Purchased Assets, the Seller Licensed Technology (to the extent that it would adversely affect the scope of the license granted under the License Agreement), the Seller Licensed Proprietary Rights (to the extent that it would adversely affect the scope of the license granted under the License Agreement), the Assumed Liabilities or to a loss of the Assigned Contracts pursuant to, any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any note, bond, mortgage, indenture, contract, agreement, contract lease, license, permit, franchise or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeobligation.

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of any provision of the Charter Documents. Neither the The execution and delivery by the Company of this Purchase Agreement or and any Related Agreement to which the Registration Rights Agreement by Premier nor Company is a party, and the consummation by Premier of the transactions contemplated hereby or and thereby, nor compliance by Premier with will not conflict in any of the provisions hereof or thereof (i) conflicts material respect with or results result in any breach material violation of the Articles of Incorporation or bylaws of Premier, material default under (ii) contravenes, conflicts with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under or gives give rise to any a right of termination, cancellation cancellation, modification or acceleration of any right obligation or obligation loss of Premier any benefit under (any such event, a “Conflict”) (i) any Material Contract, or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any Acquired Entity or any of its Subsidiaries properties or to a loss of any benefit to which Premier assets (whether tangible or any of its Subsidiaries is entitled under any provision of any agreementintangible), contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses clause (ii) and (iii), for any where such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that Conflict would not have a reasonably be expected to be material adverse effect on Premier or any of its Subsidiaries to the Acquired Entities taken as a whole. Section 2.5 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts with an Acquired Entity as are required thereunder in connection with the Acquisition, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, such Acquired Entity under such Contracts from and after the Closing. Following the Closing, each Acquired Entity will continue to be permitted to exercise all of its rights under the Contracts to which it is a party without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

No Conflict. Other No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity or other person will be required to be obtained or made by Parent or Merger Sub in connection with the due execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger as contemplated hereby other than the filing (i) compliance with applicable requirements of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, (ii) compliance with the HSR Act, (iii) the filing of the Certificate of Merger in accordance with Delaware Corporate Law, (iv) consents of Parent's lenders in connection with the Merger and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby thereby and thereby, except for such filings (v) where the failure of which to be madeobtain such authorization, approval or action, or to provide such notice to make such filing, individually or in the aggregate, has not resulted and could not reasonably be expected to have result in a material adverse effect on PremierParent Material Adverse Effect. Subject to the foregoing, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent and Merger Sub do not, and the consummation performance of this Agreement by Premier each of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent and Merger Sub will not: (ia) conflicts conflict with or results violate any provision of any Parent or Merger Sub charter document; (b) conflict with or violate any foreign or domestic Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is or may be bound or affected, except for any such conflicts or violations which, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Parent Material Adverse Effect; or (c) result in any breach of the Articles of Incorporation or bylaws of Premier, constitute a default (ii) contravenes, conflicts or an event which with or without notice or lapse of time or both, would constitute become a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault) under, or (iii) constitutes a default under or gives rise give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of an Encumbrance on any right property or obligation asset of Premier Parent or Merger Sub under any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent or any of Merger Sub is a party or by which it or its Subsidiaries is entitled under any provision of any agreementassets or properties are or may be bound or affected, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), except for any such contraventionbreaches, conflictdefaults or other occurrences which, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would have not have resulted and could not reasonably be expected to result in a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor by this Agreement and compliance by Premier with any of the provisions hereof of this Agreement will not, conflict with, or thereof result in any violation or breach of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier Parent or any of its Subsidiaries is entitled under Sub under, any provision of (i) the certificate of incorporation, bylaws or comparable organizational documents of Parent or Sub or (ii) subject to the filings and other matters referred to in the immediately following sentence, any agreementLaw or Judgment, contract in each case applicable to Parent or Sub or their respective properties or assets, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses clause (ii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the Closing. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement except for (I) the filing of a premerger notification and report form by Parent and Sub under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable foreign or domestic competition, merger control, antitrust or similar Law, (II) the delivery of the Certificate of Merger to the department of state of the State of New York and (iii)III) such other consents, for any such contraventionapprovals, conflictorders, violationauthorizations, defaultregistrations, terminationdeclarations, cancellationfilings and notices the failure of which to be obtained or made would not, acceleration individually or loss that would not have a material adverse effect on Premier in the aggregate, reasonably be expected to prevent or any of its Subsidiaries taken as a wholematerially delay the Closing.

No Conflict. Other than Assuming that all filings and notifications described in Section 3.4 have been made, the filing of a Form 4 execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Seller and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and therebythereby do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws of the Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Seller, any of its Subsidiaries or the Purchased Assets, (c) conflict with, result in any breach or violation of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any Consent under, or give to others any rights of termination, acceleration, amendment or cancellation of, any Contract (including any Real Property Lease) to which the Seller or any of its Subsidiaries is a party (other than any Contract that is agreed to be a Transferred Contract pursuant to clause (C) of the definition of Transferred Contracts), or (d) result in the creation of any Lien on any of the Purchased Assets or the Equity Interests pursuant to a Contract to which the Seller or one of its Subsidiaries is a party, except in the case of clauses (b), (c) and (d), as would not have a Material Adverse Effect. Neither Except for any consents, approvals or notices that are expressly required pursuant to the terms of the Merger Agreement or that would not reasonably be expected to prevent or materially impair or delay the consummation by the Seller of the transactions contemplated by this Agreement and the Ancillary Agreements, no consent or approval of, or notice to, Transform or any other ESL Person, is required to be obtained or provided, as applicable, in connection with the execution and delivery of this Purchase Agreement or any Ancillary Agreement, the Registration Rights Agreement performance by Premier nor the Seller or any of its Subsidiaries of its obligations hereunder or thereunder or the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any . The Seller has made available to the Purchaser a correct and complete copy of the provisions hereof or thereof (i) conflicts with or results Letter Agreement, and the Letter Agreement is in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) full force and effect and constitutes a default under or gives rise to any right of terminationlegal, cancellation or acceleration of any right or valid and binding obligation of Premier or any Seller and, to the Knowledge of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementSeller, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesTransform, except, in the case each case, as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any general application affecting enforcement of its Subsidiaries taken as a wholecreditors’ rights generally.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 3.4(a) (collectively, the “Company Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of any Acquired Company in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by any such Acquired Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a be material adverse effect on Premier, and its Subsidiariesto the Acquired Companies, taken as a whole, (ii) those that may be required because of Buyer’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (iii) those customarily given or to prevent or materially delay obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 3.4(b), and assuming receipt of the Company Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by any Acquired Company, and the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebythereunder, nor compliance by Premier with any of the provisions hereof or thereof will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Acquired Company, (ii) contravenesany breach or violation of or default under, conflicts with or would constitute or give rise to a termination or right of termination of any Material Contract or Real Property Lease, (iii) a violation of or default under any provision of any law, regulation, judgment, injunction, order Law or decree binding upon PremierGovernmental Authorization to which such Acquired Company is subject, or (iiiiv) constitutes a default under the creation or gives rise to any right of termination, cancellation or acceleration imposition of any right or obligation of Premier or any of its Subsidiaries or to Lien (other than a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding Permitted Lien) on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Company Assets, except, in the case of each of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflictreasonably be expected to be material to the Acquired Companies, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than Except for (a) any applicable notices, filing, consents or approvals under any applicable antitrust, competition or trade regulation or other Applicable Laws, including the HSR Act and (b) items listed on Disclosure Schedule 6.03, Buyer is not and will not be required to give any notice to, make any filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of any of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madeas would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and affect Buyer’s ability to perform its Subsidiaries, taken as a whole, obligations under this Agreement or any other Transaction Documents or to prevent or materially delay the consummation of consummate the transactions contemplated hereby and or thereby. Neither When the consents and other actions described in the preceding sentence have been obtained and taken, the execution and delivery of this Purchase Agreement and the other Transaction Documents and the consummation of the transactions provided for herein and therein will not result in the breach or violation of any of the terms and provisions of, or constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Buyer under (i) any agreement, indenture, bond, debenture, note, mortgage or other instrument to which it or its assets is bound, (ii) the certificate of incorporation, bylaws or other governing documents of Buyer, (iii) any Order applicable to Buyer or its assets or (iv) any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to affect Buyer’s ability to perform its obligations under this Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of any other Transaction Documents or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, performance by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements to which they are parties do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby and therebythereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which they are parties will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of Parent or Merger Sub under (other than any such Encumbrance created because of any action taken by the Company), any provision of (i) the Charter of Parent and the Certificate of Incorporation of Merger Sub, the By-Laws of Parent and Merger Sub or the comparable organizational documents of any of Parent’s other Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which Parent or Merger Sub is a party or by which any of its Subsidiaries respective assets are bound or (B) any Law or Judgment, in each case applicable to a loss of any benefit to which Premier Parent or any of Merger Sub or its Subsidiaries is entitled under any provision of any agreementrespective assets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration amendments or loss Encumbrances that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect, or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or any of the Ancillary Agreements to which Parent or Merger Sub is a party or the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which Parent or Merger Sub is a party, except for (I) the filing of a premerger notification and report form by Parent and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its Subsidiaries taken as a wholeobligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Enron of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Enron of the transactions contemplated hereby and therebyin accordance with the terms hereof will (i) subject to the approvals referred to in Section 5.20, except for such filings conflict with or result in a breach of any provisions of the failure articles of which to be madeincorporation or bylaws of Enron; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Enron or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Enron or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Enron or any of its Subsidiaries is a party, or by which Enron or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 5.6(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Enron or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. (b) Neither the execution and delivery by Enron of this Agreement nor the consummation by Enron of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than (i) the filing of the Articles of Merger provided for in Section 1.3, (i) the filing of a listing application with the NYSE pursuant to Section 7.9, (iii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇"), ▇▇▇ Exchange Act, the Securities Act, the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or applicable state securities and "Blue Sky" laws, (iv) filings, approvals and notifications required under applicable non-U.S. competition, antitrust or premerger notification laws, (v) filings with, and the approval of, or notices to, non-U.S. regulatory authorities having jurisdiction over the Mergers set forth in Section 5.6(b)(v) of the Enron Disclosure Letter, (vi) filings with, and the approval of, or notices to, other state regulatory authorities having jurisdiction over the Mergers set forth in Section 5.6(b)(vi) of the Enron Disclosure Letter (the filings, approvals and notices in this clause (vi), collectively, the "Enron Regulatory Approvals") and (vii) filings with, approvals of or notices to the Federal Energy Regulatory Commission (the "FERC") in connection with the Mergers, except for any such contraventionconsent, conflictapproval, violation, default, termination, cancellation, acceleration qualification or loss that would authorization the failure of which to obtain and for any filing or registration the failure of which to make does not and is not reasonably likely to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean Enron Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by DVN and Newco of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier DVN of the Stock Option Agreements nor the consummation by Premier DVN and Newco of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of DVN or Newco; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of DVN and its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to DVN or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which DVN or any of its Subsidiaries is a party, or by which DVN or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier DVN or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a DVN Material Adverse Effect. (b) Neither the execution and delivery by DVN or Newco of this Agreement, the execution and delivery by DVN of the Stock Option Agreements nor the consummation by DVN or Newco of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Newco Common Stock to be issued in the Merger on the Principal Exchange and the listing on the DVN Common Stock upon exercise of the option granted to PZE pursuant to the applicable Stock Option Agreement under the rules of the American Stock Exchange ("AMEX"), except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have prevent or materially delay the consummation of the Merger or otherwise prevent DVN from performing its obligations under this Agreement and would not have, individually or in the aggregate, a DVN Material Adverse Effect. (c) Other than as contemplated by Section 6.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of DVN's material adverse effect on Premier contracts or leases or for DVN to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have, individually or in the aggregate, a DVN Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) result in any payment from DVN or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of DVN or any of its Subsidiaries taken under any DVN Plan (as a wholedefined in Section 6.11) or otherwise; (b) materially increase any benefits otherwise payable under any DVN Plan or otherwise; or (c) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (i) Except as set forth on Schedule 13D under the Exchange Act4.1(c)(i), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by such Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier such Seller with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation or bylaws of Premierviolation of, its Organizational Documents, (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of of, any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, Law or (iii) constitutes a conflict with, or result in any violation of or default under under, or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier such Seller or any of its Subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which such Seller or any of its Subsidiaries properties or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, defaults, terminations or cancellations as would not, individually or in the aggregate, result in a Material Adverse Effect or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (ii) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity is required on the part of such contraventionSeller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is a party or the consummation by such Seller of the transactions contemplated hereby or thereby, conflictexcept for such consents, violationwaivers, defaultapprovals, terminationorders, cancellationPermits, acceleration declarations, filings or loss that notifications, the failure of which to make or obtain, would not have not, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform (in all material respects) its obligations under this Agreement or the Transaction Documents to which it is a material adverse effect on Premier party or any of its Subsidiaries taken as a wholeconsummate the transactions contemplated hereby or thereby.

No Conflict. Other than Neither the filing Company nor any of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActSubsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document. Neither the Company nor any of the Subsidiaries is in violation of or in default (and no filing withevent has occurred which, and no permitwith notice or lapse of time or both, authorizationwould constitute a default) under any provision of any document, consent agreement, instrument or approval ofcontract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Authority is necessary for Requirement applicable to the execution of this Purchase Agreement Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyany Subsidiary, except for such filings the failure of which to be made, individually any violation or in the aggregate, could default that has not had or would not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect. The (i) execution, delivery and its Subsidiaries, taken as a whole, or to prevent or materially delay performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby. Neither thereby (including without limitation, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier issuance of the transactions contemplated hereby Notes and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation of any provisions of the Company’s or therebyany Subsidiary’s Certificate of Incorporation, nor compliance Bylaws or any other governing document or in a default under any provision of any document, agreement, instrument or contract to which it is a party or by Premier with which it or any of the provisions hereof its Property is bound, or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawGovernmental Requirement applicable to the Company or any Subsidiary or be in conflict with or constitute, regulationwith or without the passage of time and giving of notice, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes either a default under any such provision, document, agreement, instrument or gives rise contract or an event which results in the creation of any Lien upon any assets of the Company or of any of the Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any right “reset” or similar provisions) or rights of terminationfirst refusal or first offer, cancellation or acceleration of any right or obligation of Premier or any other rights that would allow or permit the holders of its Subsidiaries the Company’s securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a loss of any benefit to which Premier stockholder rights plan provision or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iiiotherwise), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the (a) The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent do not, and the consummation performance of this Agreement by Premier of the transactions contemplated hereby or therebyParent will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts conflict with or results in violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any breach of the Articles of Incorporation or bylaws of Premierits subsidiaries, (ii) contravenessubject to obtaining the approval of Parent's stockholders of the Share Issuance and compliance with the requirements set forth in Section 3.5(b) below, conflicts conflict with or would constitute a violation of any provision of violate any law, rule, regulation, judgmentorder, injunction, order judgment or decree binding upon Premierapplicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) constitutes result in any breach of or constitute a default under (or gives rise an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any such 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 acceleration result in the creation of a lien or encumbrance on any right of the properties or obligation assets of Premier Parent or any of its Subsidiaries subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or to a loss of any benefit other instrument or obligation to which Premier Parent or any of its Subsidiaries subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which Parent or any of its Subsidiaries subsidiaries or any license, franchise, permit or other similar authorization held by Premier its or any of its Subsidiariestheir respective properties are bound or affected. (b) The execution and delivery of this Agreement by Parent do not, exceptand the performance of this Agreement by Parent will not, in require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) for applicable requirements, if any, of the case Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of clauses (ii) the HSR Act and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of NASDAQ, and the filing and recordation of the Articles of Merger as required by Florida Law and (iii)B) where the failure to obtain such consents, for any approvals, authorizations or permits, or to make such contraventionfilings or notifications, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier prevent consummation of the Merger or any of otherwise prevent Parent from performing its Subsidiaries taken as a wholeobligations under this Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act(a) The Seller is not in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for performance by the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any violation of, or default under, any provision of (i) any Organizational Documents of the Seller, the Purchased Subsidiary or any of its Subsidiaries, (ii) any Legal Requirement or any Order or (iii) any Contract to which the Seller, the Purchased Subsidiary or any of its Subsidiaries is a party or by which it, the Purchased Subsidiary or any of its Subsidiaries or any Asset of the Purchased Subsidiary or any of its Subsidiaries is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and the Purchased Subsidiary or any of its Subsidiaries, taken as a wholeincluding on the MAC Technology Platform. The execution, or to prevent or materially delay delivery and performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof Purchased Shares or thereof (i) conflicts with the assets or results in property of any breach of the Articles Purchased Subsidiary, including the MAC Technology Platform (except an Encumbrance created in favor of Incorporation or bylaws of Premierthe Seller by a Transaction Document), (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries or to a loss of any benefit to which Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries is entitled under any provision of any agreementContract binding upon the Seller, contract or other instrument binding on Premier the Purchased Subsidiary or any of its Subsidiaries or any licenseof their respective Assets, franchiseexcept as provided under the Transaction Documents. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedule, permit or other similar authorization held by Premier or any none of its Subsidiariesthe Seller, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Purchased Subsidiary or any of its Subsidiaries taken as is or will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a wholeparty or by which it, any of its Assets or any of its employees or independent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except where the failure to do so has not had and could not reasonably be expected to have a Material Adverse Effect on the Purchased Subsidiary or any of its Subsidiaries or any of their respective material Assets.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under the Exchange Act4.2, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement, the European Purchase Agreement or and the Registration Rights Indemnification Agreement by Premier Serologicals and the consummation Parent Guaranty by Premier of the transactions contemplated hereby and therebyParent, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby herein and thereby. Neither therein by Serologicals, and the execution performance of the covenants and delivery agreements of this Purchase Agreement Serologicals contained herein and of Parent contained in the Parent Guaranty will not, with or without the giving of notice or the Registration Rights Agreement by Premier nor the consummation by Premier lapse of the transactions contemplated hereby time, or therebyboth, nor compliance by Premier (i) violate or conflict with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles certificate of Incorporation incorporation or bylaws of PremierSerologicals or Parent, (ii) contravenesviolate, conflicts conflict with or would constitute result in a violation breach or default or loss of rights under, result in, cause or create any liability, reassessment or revaluation of assets, or Lien pursuant to, or cause the termination or acceleration of or give any third party the right to modify, terminate, or accelerate any obligations under, any term or condition of any provision indenture, mortgage, lease, loan agreement, license, permit, contract, agreement or instrument to which Serologicals or Parent either is a party or by which any of their respective properties may be bound, (iii) violate or conflict with any law, regulationordinance, rule, order, judgment, injunctiondecree or ruling of any Governmental Authority applicable to Serologicals or Parent or any of their respective assets or properties, order (iv) result in the creation or decree binding imposition of any Lien upon Premierany assets or properties of Serologicals or Parent, or (iiiv) constitutes a default under or gives rise except for approval pursuant to the HSR Act and the FTA, require any right of terminationauthorization, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementconsent, contract approval, exemption, or other instrument binding on Premier action by or notice or declaration to or filing with, any of its Subsidiaries court or any license, franchise, permit administrative or other similar authorization held by Premier governmental body or any of its Subsidiariesagency, except, except in the case cases of clauses (ii) and (iiiii)-(v), for any such contraventionviolations, conflictconflicts, violationbreaches, defaultLiens, terminationauthorizations, cancellationconsents or similar matters as to which requisite waivers or consents will have been obtained prior to the Closing or which individually, acceleration or loss that in the aggregate, would not have a material adverse effect on Premier impair Serologicals' ability to perform its obligations hereunder or any of under the European Purchase Agreement or the Indemnification Agreement or Parent's ability to perform its Subsidiaries taken as a wholeobligations under the Parent Guaranty.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement and the Ancillary Agreements to which the Company or any of the Registration Rights Agreement by Premier Stockholders is a party, and the consummation by Premier the Stockholders and the Company of the transactions contemplated hereby and therebythereby do not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Company is subject, (x) violate any order, judgment, or decree applicable to the Company, (y) violate any provision of the certificate of incorporation, bylaws or other governance documents of the Company or (z) except as disclosed on Schedule 5.3 of the Disclosure Schedules, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property, whether tangible or intangible, or give to others any interests or rights therein under, any governmental or other permits, registrations, certificates, certifications, exemptions, licenses, approvals or authorizations or any indenture, deed of trust, mortgage, loan or credit agreement, contract, lease, or other agreement, instrument or commitment to which the Company is a party or by which the Company may be bound or affected, except for any such filings the failure of which to be madeviolations, individually breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, (i) materially hinder or to prevent or materially delay impair the consummation ability of the transactions contemplated hereby and thereby. Neither Company or the execution and delivery of Stockholders to perform their obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of Ancillary Agreements or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof thereby or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation be material to the business of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany.

No Conflict. Other than the filing The execution and delivery of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Related Agreements will not, and the consummation by Premier of the transactions contemplated hereby and therebyTransactions will not, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to, any payment obligation, or a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “Conflict”) (i) any provision of Arena’s Organizational Documents, (ii) any Assumed Contract, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Product Assets, the Product, the Compound, APD811 or the Clinical Trials, in each case, except for such filings the failure of which to be made, individually or in the aggregate, could as has not had and would not reasonably be expected to have a material adverse effect on Premierthat is detrimental to the Product Assets, the Product, the Compound, APD811 or the Clinical Trials. Section 4.1(c) of the Disclosure Schedules sets forth all necessary notices, consents, waivers and its Subsidiaries, taken as a wholeapprovals of parties to any Assumed Contracts that are required thereunder in connection with the Transactions, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contraventionAssumed Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to, defaultUT under such Assumed Contracts from and after the Closing, terminationother than any limitation, cancellationmodification or alteration by UT. Following the Closing, acceleration or loss that would not have a material adverse effect on Premier or any UT will be permitted to exercise all of its Subsidiaries taken as a wholerights under the Assumed Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Arena would otherwise be required to pay pursuant to the terms of such Assumed Contracts had the Transactions not occurred.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier Parent of the Stock Option Agreements nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Merger Sub of this Agreement, the execution and delivery by Parent of the Stock Option Agreements nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Stock to be issued in the Merger and upon exercise of the option granted to the Company pursuant to the applicable Stock Option Agreement under the rules of the NYSE, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 2.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which VGX Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held VGX Intellectual Property owned by Premier VGX or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. VGX or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of VGX, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, the Surviving Entity will be permitted to exercise all of VGX's rights or the rights of any of VGX's Subsidiaries, as the case may be, under such Contracts and all rights with respect to VGX Intellectual Property under such Contracts to the same extent VGX or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier VGX or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) VGX or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material VGX Intellectual Property right not already so licensed by VGX or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by VGX of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non- renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, delivery by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not (i) subject to the receipt of the Parent Shareholder Approval, except for such filings conflict with or result in a violation of any provisions of the failure Parent Articles of which to be madeIncorporation or Parent’s bylaws or the Certificate of Formation or bylaws of the Merger Sub; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or a termination or acceleration under, or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation creation of any Lien upon any of the transactions contemplated hereby and thereby. Neither the execution and delivery properties or assets of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyits Subsidiaries under, nor compliance by Premier with any of the provisions hereof of any loan or thereof credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Parent is a party, or by which Parent or any of its properties is bound; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.5(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawApplicable Law, regulation, judgment, injunction, order or decree binding upon Premier, except for such matters described in clause (ii) or (iii) constitutes a default under as would not have, or gives rise would not reasonably be expected to any right of terminationhave, cancellation individually or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent or Merger Sub of clauses this Agreement and the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby in accordance with the terms hereof will not require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) the HSR Act, (ii) the Securities Act, the Exchange Act or applicable state securities and “Blue Sky” laws, (iii) the filing of a listing application in accordance with Section 7.8 with, or the rules and regulations of, NASDAQ, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas and the filing or recordation of other appropriate documents as required by Applicable Law of other states in which Parent is qualified to do business and (iii)v) the Investment Canada Act, except for any such contraventionconsent, conflictapproval, violationqualification or authorization the failure of which to obtain, defaultand for any filing or registration the failure of which to make, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not have, or would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and Merger Sub do not, and the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebycompliance by Parent and Merger Sub with the provisions of this Agreement will not, except for such filings conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Parent or Merger Sub under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierParent or Merger Sub, (ii) contravenes, conflicts with any Contract to which Parent or would constitute Merger Sub is a violation party or any of their respective properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or gives rise to any right of termination, cancellation Merger Sub or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract their respective properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Parent Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (x) the filing (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the SEC, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other states in which Parent and Merger Sub are qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Frontier of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Frontier of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Frontier; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyany Lien upon, nor compliance by Premier with any of the properties of Frontier or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Frontier or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, Frontier Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Frontier or any of its Subsidiaries is a party, or by which Frontier or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Frontier or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably be expected to have, individually or in the aggregate, a material adverse Frontier Material Adverse Effect. (b) Neither the execution and delivery by Frontier of this Agreement nor the consummation by Frontier of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than the Regulatory Filings, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have or reasonably be expected to have, individually or in the aggregate, a Frontier Material Adverse Effect. (c) Other than as contemplated by Section 4.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect on Premier of all of the Frontier Material Contracts (as hereinafter defined) or for Frontier to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates would not have or reasonably be expected to have, individually or in the aggregate, a Frontier Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in or constitute the satisfaction of a condition to (whether or not there be any additional condition to) any payment from Frontier or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of Frontier or any of its Subsidiaries taken under any Frontier Plan (as a wholedefined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any Frontier Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than Except for (a) entry of the filing of a Form 4 Sale Order, (b) notices, filings and an amendment ----------- to Premier's report on Schedule 13D consents required in connection with the Bankruptcy Case, (c) any applicable notices, filing, consents or approvals under the Exchange Actany applicable antitrust, competition or trade regulation or other Legal Requirements, and (d) items listed on Disclosure Schedule 5.3, no Seller is required to give any notice to, make any filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation any of the transactions contemplated hereby and thereby. Neither When the consents and other actions described in the preceding sentence, including entry of the Sale Order, have been obtained and taken, the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with provided for herein and therein will not result in the breach of any of the terms and provisions hereof of, or thereof constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Seller under (i) conflicts with any Material Contract to which any Seller is or results in any breach of the Articles of Incorporation or bylaws of PremierAssets are bound, (ii) contravenesthe certificate of incorporation, conflicts with bylaws or would constitute a violation other governing documents of any provision of any lawSeller, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise any Order applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Seller or any of its Subsidiaries the Assets, (iv) any Legal Requirement or to a loss (v) result in the creation of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding material Encumbrance on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Assets, except, in the case of clauses (iiiii) and (iiiiv), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than (i) the filing of a Form 4 3 and an amendment ----------- to Premier's report a Report on Schedule 13D under the Exchange Act, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the United States Department of Transportation (the DOT ) and the European Commission, (iv) listing the Exchange Shares for quotation on the NASDAQ National Market and (v) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware and appropriate documents in other states where Parent is qualified to do business, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Holdco Sub and the consummation by Premier Parent and Holdco Sub of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierParent, Holdco Sub and its Subsidiariestheir subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Holdco Sub nor the consummation by Premier Parent or Holdco Sub of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Holdco Sub with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation charter or bylaws of PremierParent or Holdco Sub, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierParent or Holdco Sub, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries or to a loss of any benefit to which Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or Holdco Sub or any of its Subsidiariestheir respective subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Parent or any of its Subsidiaries Holdco Sub and their respective subsidiaries taken as a whole. The Merger will be consummated without the vote of the stockholders of Parent, pursuant to the provisions of Section 251(g) of the DGCL.

No Conflict. Other than Except as set forth on Section 2.4 of the filing of a Form 4 O-I Disclosure Schedule, the execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance by Seller of this Purchase Agreement or and the Registration Rights Agreement by Premier Additional Agreements to which it is a party and the consummation by Premier Seller of the transactions contemplated hereby and thereby: (a) does not and will not violate or conflict with in any material respect any provision of Law applicable to Seller, the Company or any of its Subsidiaries or any of their respective properties or assets; (b) does not and will not require any consent or approval of, or filing with or notice to, any Governmental Authority (as defined below) under any provision of Law applicable to Seller, the Company or any of its Subsidiaries, except for such filings the failure requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any consent, approval, filing or notice as may be required under similar Laws in any applicable jurisdiction outside the United States (collectively, "Competition Laws"), and except for any consent, approval, filing or notice requirements that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates or that Buyer or its Affiliates are otherwise required to obtain; (c) does not and will not violate or conflict with any provision of the certificate of incorporation, bylaws or similar organizational documents of Seller, the Company or any of its Subsidiaries; and (d) does not and will not require any consent, approval or notice under, and does not and will not conflict with, or result in the breach or termination of, or constitute (or but for the passage of time, the giving of notice or both would constitute) a default or give rise to any right of payment under, or result (or but for the passage of time, the giving of notice or both would result) in the acceleration of the performance by Seller or the Company or any of its Subsidiaries under, or the termination, amendment or cancellation of any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or any other similar instrument or obligation to which Seller or the Company or any of its Subsidiaries is a party or by which any of them, or any of their respective properties or assets are bound or encumbered, except in this clause (d) for violations, conflicts, breaches, or defaults which, or consents, approvals or waivers (in each case, other than with respect to any Company Material Contract (as defined below) or IP Contract (as defined below)) the absence of which to be madewould not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, Material Adverse Effect or to would not prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeAdditional Agreements.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the (a) The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent does not and will not, and the consummation by Premier Parent of the Merger and the other transactions contemplated hereby will not (i) conflict with or therebyresult in a breach or violation of any provision of the certificate or articles of incorporation or bylaws of Parent or any of its Subsidiaries; (ii) violate, nor compliance by Premier conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, or result in the creation of any Lien upon any of the provisions hereof properties of Parent or thereof (i) conflicts with or results in any breach of its Subsidiaries under, any of the Articles terms, conditions or provisions of Incorporation any Parent Material Contract; or bylaws of Premier(iii) subject to the filings and other matters referred to in Section 4.6(b) and obtaining the Parent Stockholder Approval, (ii) contravenescontravene or conflict with, conflicts with or would constitute a violation of any provision of of, or trigger any lawliability or obligation under, regulationany Applicable Law, judgment, injunction, order Order or decree Parent Permit binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, exceptother than, in the case of clauses (ii) and (iii), for any such contraventionviolations, conflictconflicts, violationbreaches, defaultdefaults, terminationterminations, cancellationcancellations, acceleration liabilities, obligations, Liens or loss that would contraventions, that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on Premier Parent Material Adverse Effect. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by either of them of the Merger and the other transactions contemplated hereby will require Parent, Merger Sub or any of its Parent’s Subsidiaries taken to obtain any consent, approval, authorization, order or declaration of, provide any notification to, or make any filing or registration with, any Governmental Entity, other than (i) filings and any approval required under the HSR Act, (ii) the filing with and, to the extent required, the declaration of effectiveness by, the SEC of (A) the Joint Proxy Statement Prospectus pursuant to the Exchange Act, (B) the S-4 and (C) reports required under the Exchange Act, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” law in connection with the transactions contemplated hereby (the “Blue Sky Approvals”), (iv) such filings with and approvals of the NYSE to approve and authorize for listing the shares of Parent Common Stock to be issued in the Merger pursuant to Section 1.9 (the “NYSE Approval”), (v) the filing of the Articles of Merger with the Department of State of the State of Florida and the filing of appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, and (vi) to the extent required, notice to and the approval of (X) the FPSC, (Y) the Delaware Public Service Commission (the “DPSC”) and (Z) the Maryland Public Service Commission (the “MPSC”), except for any consent, approval, qualification, authorization, order or declaration as to which the failure to obtain, and for any notification, filing or registration as to which the failure to make, has not had and is not reasonably likely to have a wholeParent Material Adverse Effect. Notifications and approvals required under or in relation to clause (vi), collectively with the Company FPSC Approval, are hereinafter referred to as the “Utility Approvals.” Consents, approvals, authorizations, orders, declarations, notifications, filings and registrations required under or in relation to any of the foregoing clauses (i) through (vi), collectively with the Company Consents, are hereinafter referred to as the “Specified Consents.” (c) This Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of such transactions, result in any “change of control” or similar triggering event under any (i) Parent Material Contract, (ii) Parent Benefit Plan, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar triggering event and requires either a cash payment or an accounting charge in accordance with GAAP, or (iii) material Parent Permit.

No Conflict. Other than Subject to the filing entry of a Form 4 the Confirmation Order and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexpiration, or waiver by the Bankruptcy Court, of the 14 day period set forth in Bankruptcy Rules 6004(h) and no filing with3020(e), as applicable, the distribution of the Rights, the sale, issuance and no permitdelivery of the Shares upon exercise of the Rights, authorization, consent or approval of, any Governmental Authority is necessary for the consummation of the Rights Offering by the Company and the execution and delivery (or, with respect to the Plan, the filing) by the Company of this Purchase Agreement or the Registration Rights Agreement by Premier Transaction Agreements and the consummation Plan and compliance by Premier the Company with all of the transactions contemplated hereby provisions hereof and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, thereof and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby herein and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor therein (including compliance by Premier the Plan Sponsor with any of the provisions hereof or thereof its obligations hereunder and thereunder) will not (i) conflicts with violate (A) any provision of law, statute, rule or results regulation, (B) any applicable order of any court or any rule, regulation or order of any governmental authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them or any of their property is or may be bound that remains in any breach of effect after the Articles of Incorporation or bylaws of PremierEffective Date, (ii) contravenesbe in conflict with, conflicts result in a breach of or constitute (alone or with notice or would constitute a violation lapse of any provision of any law, regulation, judgment, injunction, order time or decree binding upon Premier, or (iiiboth) constitutes a default under or gives under, give rise to any a right of termination, or result in any cancellation or acceleration of any right or obligation of Premier (including any payment) or any of its Subsidiaries or to a loss of any a material benefit to which Premier or any of its Subsidiaries is entitled under any provision such indenture, certificate of any agreementdesignation for preferred stock, contract agreement or other instrument binding on Premier that remains in effect after the Effective Date, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3(e) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any of its Subsidiaries lien upon or with respect to any license, franchise, permit property or other similar authorization held assets now owned or hereafter acquired by Premier the Company or any of its Subsidiaries, exceptother than the liens created by the DIP Agreement and liens permitted by Section 6.02 of the DIP Agreement (collectively, in the case of clauses (ii) and (iii“Permitted Liens”), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than The execution, delivery and performance by Holding, Company and the filing Subsidiaries of the Loan Documents to which each such Person is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier party and the consummation by Premier of the transactions contemplated hereby thereby do not and therebywill not (i) violate any provision of law applicable to Holding, Company or any Subsidiary, the Certificate of Incorporation or Bylaws (or equivalent documents) of Holding, Company or any Subsidiary, or any order, judgment or decree of any court or other agency of government, domestic or foreign, binding on Holding, Company or any Subsidiary, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holding, Company or any Subsidiary, (iii) pursuant to any such Contractual Obligation, result in or require the creation or imposition of any Lien upon any of the properties or assets of Holding, Company or any Subsidiary (other than Liens in favor of (a) the Collateral Agent for the benefit of Lenders and the Eurocurrency Lenders or (b) any Person as agent or trustee for the benefit of any Eurocurrency Lender and any Liens permitted by subsection 6.2 or pursuant to the terms of any Eurocurrency Loan Document), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Holding, Company or any Subsidiary, except for such filings approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders or which might be required in connection with any security interest in deposit accounts, and except in the cases of the foregoing clauses (i), (ii), (iii) and (iv) for any such violations, conflicts, breaches and defaults the existence of which, and any such approvals and consents the failure of which to be madeobtained, individually or and in the aggregate, could would not reasonably be expected to have a material adverse effect on Premier, the business or financial condition of Holding and its Subsidiaries, taken as a whole, or on the ability of Holding, Company and the Subsidiaries to prevent or materially delay perform their respective obligations under the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeLoan Documents.

No Conflict. Other than Assuming that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained, all filings and notifications listed in Section 3.05 of the filing of a Form 4 Disclosure Schedule have been made and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actany applicable waiting period has expired or been terminated, and no filing withexcept as may result from any facts or circumstances relating solely to Abbott or the other Purchasers, the execution, delivery and performance by Guidant of this Agreement, and no permitthe execution, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery and performance by each of this Purchase Agreement or the Registration Rights Agreement by Premier Guidant and the consummation by Premier each Seller of the transactions contemplated hereby Ancillary Agreements to which it is a party, do not and therebywill not (a) violate, except for such filings the failure of which to be made, individually conflict with or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles certificate of Incorporation incorporation or bylaws by laws (or similar organizational documents) of PremierGuidant, the Sellers or the Transferred Subsidiaries, (iib) contravenes, conflicts conflict with or would constitute a violation of violate any provision of any lawLaw or Governmental Order applicable to Guidant, regulationthe Sellers or the Transferred Subsidiaries, judgmentas applicable, injunction, order or decree binding upon Premiertheir respective properties or other assets, or (iiic) constitutes except as set forth in Section 3.04(c) of the Disclosure Schedule, conflict with, result in any violation or breach of, constitute a default under (or gives rise event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any right of rights of, or result in, termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) in or upon the properties or other assets of the Business or any of its Subsidiaries Transferred Subsidiary under, any Contract to which Guidant, a Seller or a Transferred Subsidiary is a party, or to a loss of any benefit to which Premier or any of its Subsidiaries the respective Purchased Assets is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessubject, except, in the case of clauses (iib) and (iiic), for any such contravention, conflict, violation, default, termination, cancellation, acceleration as individually or loss that in the aggregate has not had and would not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair in any material adverse effect on Premier respect the ability of Guidant or any Seller to perform its obligations under this Agreement, or (iii) prevent or materially impede, interfere with, hinder or delay the consummation of its Subsidiaries taken as a wholethe transactions contemplated by this Agreement.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance by Sellers of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements does not, and the consummation by Premier Sellers of the transactions contemplated hereby and thereby, upon entry of the Sale Order, will not, (a) conflict with or result in the breach of any provision of the organizational documents of any Seller, (b) conflict with, violate or result in the breach by any Seller of any applicable Law, (c) require any Seller to make any filing with or give notice to, or obtain any consent from, any Governmental Body, other than the Sale Order and, if required, any clearance under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (d) conflict with, violate, result in the breach or termination of or the loss of a benefit under, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) or adverse modification of any terms or rights under, any Assigned Contract or Permit, or (e) result in any Encumbrance (except for such filings Permitted Encumbrances) on any of the failure Acquired Assets; other than, in the case of which to the foregoing subclauses (d) and (e), any of the foregoing that would not reasonably be madeexpected to, individually or in the aggregate, could not reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on PremierSection 5.13 of the Seller Disclosure Schedule, and its Subsidiaries, taken as no Seller is a wholeparty to, or subject to prevent or bound by, any judgment, injunction or decree of any Governmental Body or agreement which may materially delay restrict or interfere with the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery performance by Sellers of this Purchase Agreement or Purchaser’s or the Registration Rights Agreement by Premier nor Purchaser Designees’ ability to operate the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken Business as a wholecurrently operated.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, nor the consummation by Premier or performance of the transactions contemplated hereby Transactions, will: (a) directly or thereby, nor compliance by Premier with any of the provisions hereof or thereof indirectly (i) conflicts with or results without notice, lapse of time or both) conflict with, result in any a breach of the Articles of Incorporation or bylaws of Premierviolation of, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order default (or decree binding upon Premier, or (iii) constitutes a default under or gives give rise to any right of termination, cancellation cancellation, acceleration, suspension or acceleration modification of any right obligation or obligation loss of Premier any benefit) under, constitute a change in control under, result in any payment becoming due under, result in the imposition of any Encumbrances on any of the Common Shares or any of its Subsidiaries the properties or to a loss assets of any benefit Acquired Company under, or otherwise give rise to which Premier any right on the part of any Person to exercise any remedy or obtain any relief under: (i) the Organizational Documents of any Acquired Company; (ii) any Governmental Authorization, except as set forth in Section 3.3(b); (iii) any Material Contract; or (iv) any Law or Judgment applicable to any Acquired Company or any of its Subsidiaries is entitled under their respective properties or assets, except as set forth in Section 3.3(b); or (b) require any provision of Acquired Company to obtain any agreementconsent, contract waiver, approval, ratification, permit, license, Governmental Authorization or other instrument binding on Premier authorization of, give any notice to, or make any of its Subsidiaries filing or registration with, any license, franchise, permit Governmental Authority or other similar authorization held by Premier or any Person, except for (i) the mailing of its Subsidiariesthe Circular to Company Securities Holders and filing the Circular according to the Interim Order, except, in the case of clauses (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the comparable laws of any foreign country reasonably determined by the parties to be required and (iii)) such other consents, for any such contraventionwaivers, conflictapprovals, violationratifications, defaultpermits, terminationlicenses, cancellationGovernmental Authorizations or other authorizations, acceleration or loss that notices, filings or registrations which, if not obtained or made, would not be material to the Company or Parent or have a material adverse effect on Premier the ability of the parties to consummate the Transactions. (c) The aggregate value of all the assets in Canada of the Acquired Companies or the annual gross revenues from sales in and from Canada generated from all the assets in Canada of the Acquired Companies, as determined pursuant to subsection 110(2) of the Competition Act, do not exceed, in either case, Cdn.$50 million, and the Acquired Companies together with their Affiliates do not have assets in Canada that exceed Cdn.$400 million or annual gross revenues from sales in, from and into Canada that exceed Cdn.$400 million, in either case, as determined pursuant to section 109 of the Competition Act. (d) The aggregate value of the assets of the Canadian Acquired Companies, calculated in the manner prescribed by the Investment Canada Act, is less than Cdn.$281 million and none of the Canadian Acquired Companies (i) engages in the production of uranium or own an interest in a producing uranium property in Canada, (ii) provides a financial service (as such term is defined in the Investment Canada Act), (iii) provides any of its Subsidiaries taken transportation service (as such term is defined in the Investment Canada Act), or (iv) is a wholecultural business (as such term is defined in the Investment Canada Act).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Stockholder, nor the consummation performance by Premier such Stockholder of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof its obligations hereunder will (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws, the HSR Act or CFIUS or as would not prevent, delay or otherwise impair such Stockholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Stockholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Stockholder or such Stockholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Stockholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have prevent, delay or otherwise impair such Stockholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not prevent, delay or otherwise impair such Stockholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Stockholder or such Stockholder’s Subject Shares. If such Stockholder is a married individual and such Stockholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

No Conflict. Other than None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution, and no filing with, and no permit, authorization, consent delivery or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and Parent or Merger Sub, or the consummation by Premier Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby and therebyby this Agreement will (with or without notice or lapse of time, except for such filings or both), directly or indirectly, conflict with or violate any provision of the failure Parent Charter, the Parent Bylaws or the organizational or governing documents of which Merger Sub or any Parent Subsidiary (except, in the case of organizational or governing documents of any Parent Subsidiary, as would not have or reasonably be expected to be madehave, individually or in the aggregate, could a Parent Material Adverse Effect). Except as would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on PremierParent Material Adverse Effect, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation none of the transactions contemplated hereby and thereby. Neither the execution and execution, delivery or performance of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent or Merger Sub, the consummation by Premier Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby by this Agreement will (with or therebywithout notice or lapse of time, nor compliance by Premier or both), directly or indirectly (a) assuming that all consents, approvals, authorizations and permits described in Section 4.5 have been obtained and all filings and notifications described in Section 4.5 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or any other Subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of the provisions hereof their respective properties or thereof assets or (ib) conflicts with require any consent, notice or results approval under, violate, conflict with, result in any breach of the Articles or any loss of Incorporation any benefit under, or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation change of any provision of any law, regulation, judgment, injunction, order control or decree binding upon Premierdefault under, or (iii) constitutes a default under result in termination or gives rise give to others any right of termination, vesting, amendment, acceleration or cancellation of, or acceleration result in the creation of a Lien (other than Permitted Liens) upon any right of the respective properties or obligation assets of Premier Parent, Merger Sub or any of its Subsidiaries or Parent Subsidiary pursuant to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchiseContract, permit or other similar authorization held instrument or obligation to which Parent, Merger Sub or any Parent Subsidiary is a party or by Premier which they or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration their respective properties or loss that would not have a material adverse effect on Premier assets may be bound or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under 3.2(e) hereto, except as specifically contemplated in this Agreement and except as would not have a Material Adverse Effect, the Exchange Actexecution, delivery and no filing withperformance by Holdings of this Agreement and the consummation by it of the transactions contemplated hereby: (i) will not violate any provision of law, and no permitrule or regulation, authorizationorder, judgment or decree applicable to Holdings or any of its Subsidiaries; (ii) will not require any consent or approval of, or filing with or notice to, any Governmental Authority is necessary for the execution governmental or regulatory authority under any provision of this Purchase Agreement law applicable to Holdings or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyits Subsidiaries, except for such filings the failure of Antitrust Improvements Act and the Exchange Act and except for any consent, approval, filing or notice requirements which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken become applicable solely as a whole, or to prevent or materially delay the consummation result of the transactions contemplated hereby and thereby. Neither the execution and delivery specific regulatory status of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier its affiliates or which Parent or its affiliates are otherwise required to obtain; (iii) will not violate any provision of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles Certificate of Incorporation or bylaws Bylaws of PremierHoldings or any of its Subsidiaries; (iv) will not require any consent, (ii) contravenesapproval or notice under, conflicts with and will not conflict with, or would result in the breach or termination of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or result in the acceleration of any right or obligation of Premier the performance by Holdings or any of its Subsidiaries under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or to a loss of any benefit other instrument to which Premier Holdings or any of its Subsidiaries is entitled under a party or by which any provision of any agreementthem, contract or other instrument binding on Premier or any of their assets are bound or encumbered; or (v) will not entitle any employee of Holdings or its Subsidiaries or any license, franchise, permit to severance or other similar authorization held by Premier related payments, or create any of its Subsidiaries, except, other material change in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholecontrol related obligations to employees.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by FiberTower of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier FiberTower of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of FiberTower; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement any liens, pledges, security interests, claims, preferential purchase rights or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby other similar rights, interests or thereby, nor compliance by Premier with encumbrances (“Liens”) upon any of the properties of FiberTower under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to FiberTower under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, FiberTower Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which FiberTower is a party, or by which FiberTower or any of its properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesFiberTower, except, in the case of clauses matters described in clause (ii) or (iii), as have not had and would not reasonably be expected to have a FiberTower Material Adverse Effect. (b) Neither the execution and delivery by FiberTower of this Agreement nor the consummation by FiberTower of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any Governmental Authority, other than (i) the filings provided for in Article 1 and Sections 5.7 and 5.8 of this Agreement, (ii) filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities and “Blue Sky” laws, applicable foreign competition or antitrust laws, and (iii) filings required by the U.S. Federal Communications Commission or any successor agency thereto (the “FCC”) and similar state regulatory authorities ((i), (ii) and (iii), collectively, the “Regulatory Filings”)), except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make has not had and would not reasonably be expected to have a material adverse FiberTower Material Adverse Effect. (c) Other than as contemplated by Section 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect on Premier of all of the FiberTower Permits and FiberTower’s contracts or leases or for FiberTower to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates has not had and would not reasonably be expected to have a FiberTower Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment from FiberTower (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of its Subsidiaries taken FiberTower under any FiberTower Plan (as a wholedefined in Section 3.11) or otherwise; (ii) increase any benefits otherwise payable under any FiberTower Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D under 4.3(a) (collectively, the Exchange Act“Buyer Required Governmental Authorizations”), and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of the Buyer in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Buyer or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of the Buyer to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of the Seller’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Buyer Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any the Buyer and the performance by the Buyer of the provisions hereof or thereof Buyer’s obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of PremierBuyer, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any material Contract to which the Buyer is a party or by which the Buyer or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which the Buyer is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesLien, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflict, violation, default, termination, cancellation, acceleration reasonably be expected to materially impede or loss that would not have delay the Closing or the ability of the Buyer to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

No Conflict. Other than Except as disclosed in Section 4.6 of the filing PARENT DISCLOSURE SCHEDULE, the execution and delivery by the Parent Parties of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts conflict with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of the Charter Documents, in each case as amended, of the Parent Parties or any law, regulation, judgment, injunction, order or decree binding upon Premierof Parent's Subsidiaries, or (iiib) constitutes a assuming that the consents and approvals referred to in Section 4.7 are obtained (i) result in any violation of, or default under (with or gives without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or obligation of Premier license binding upon the Parent Parties or any of its Subsidiaries Parent's Subsidiaries, or to a loss result in the creation of any benefit to which Premier Lien upon any of the properties or assets of the Parent Parties or any of its Subsidiaries is entitled under Parent's Subsidiaries, or (ii) conflict with or violate any provision of any agreementjudgment, contract order, decree, statute, law, ordinance, rule or other instrument binding on Premier regulation applicable to the Parent Parties or any of its Parent's Subsidiaries or any licenseof their respective properties or assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses clause (ii) and (iiib), for any such contraventionright of termination, cancellation or acceleration, violation, conflict, violation, default, terminationright, cancellationloss or Lien that, acceleration individually or loss that in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholeParent.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Except as set forth in Section 5.2(b) of the transactions contemplated hereby and therebyParent Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Escrow Agreement by Premier nor do not, and subject to the Parent Stockholder Approval the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor and thereby and compliance by Premier with any of the provisions hereof of this Agreement will not, directly or thereof indirectly, contravene, conflict with, or result in any violation of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation under any provision of (i) the Certificate of Incorporation of Parent, the By-Laws of Parent or obligation the comparable organizational documents of Premier any of its Subsidiaries (ii) any resolutions adopted by the Board of Directors or the stockholders of Parent or any of its Subsidiaries or (iii) subject to a loss of the filings and other matters referred to in the immediately following sentence, (A) any benefit Contract to which Premier Parent or any of its Subsidiaries is entitled under a party or by which any provision of its or their respective assets are bound or (B) any agreementLaw or Judgment, contract or other instrument binding on Premier in each case applicable to Parent or any of its Subsidiaries or any licenseits or their respective assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and this clause (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration or loss amendments that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby and thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries taken in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement by Parent or the Merger Sub or the consummation by Parent or the Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Escrow Agreement, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Form S-4 (y) the Joint Proxy Statement and (z) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement and the transactions contemplated hereby, (III) the filing of the Parent Certificate of Incorporation Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a wholeParent Material Adverse Effect or (y) would not reasonably be expected to materially impair Parent’s ability to perform its obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 3.4(a) (collectively, the “Company Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permit, authorization, consent authorization or approval of, of any Governmental Authority is necessary for required on the part of any Acquired Company in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by any such Acquired Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except (i) those consents, authorizations or approvals that may be required because of Buyer’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (ii) those consents, authorizations or approval of any Governmental Authority customarily given or obtained post-closing for such filings transactions of the failure type contemplated herein. (b) Except as set forth on Schedule 3.4(b), and assuming receipt of the Company Required Governmental Authorizations, the execution and delivery of this Agreement by the Seller and, as of the Closing, the other Transaction Documents by the Seller or any Affiliate of the Seller, and the consummation of the transactions contemplated hereunder and thereunder, will not result in (i) any conflict with, or violation or breach of, or default under, any provision of the Organizational Documents of the Acquired Companies, (ii) any breach or violation of or default under (with due notice or lapse of time or both), constitute or give rise to a termination or right of termination, or require the consent, authorization or approval of any Person (other than a Governmental Authority) with respect to any Material Contract or Real Property Lease, (iii) a violation of or default under any Law or Governmental Authorization to which to be madeany Acquired Company is subject, or (iv) the creation or imposition of any Lien (other than a Permitted Lien) on the Membership Interests or the Company Assets, except, in the case of the foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than Except as set forth in Section 4.1(c) of the filing Company Disclosure Schedule and except as specifically contemplated in this Agreement, the execution, delivery and performance by the Company of a Form 4 this Agreement and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actconsummation by the Company of the transactions contemplated hereby will not: (i) violate any material provision of any Law or Order involving the Acquired Assets, and no filing with, and no permit, authorization, Assumed Liabilities or the Business; (ii) require any material consent or approval of, or material filing with or notice to, any Governmental Authority is necessary under any provision of Law applicable to the Company or any of the Transferred Subsidiaries, except for (A) any applicable requirements of the execution HSR Act, the EC Merger Regulation or other foreign merger or investment control statutes or regulations, (B) any applicable provisions of this Purchase Agreement or the Registration Rights Agreement by Premier and General Corporation Law of the consummation by Premier State of Delaware (the "DGCL") requiring Stockholder Approval of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierhereby, and its Subsidiaries(C) any consent, taken approval, filing or notice requirement which becomes applicable solely as a whole, or to prevent or materially delay the consummation result of the transactions contemplated hereby and thereby. Neither the execution and delivery status or involvement of this Purchase Agreement Buyer or the Registration Rights Agreement by Premier nor the consummation by Premier its Affiliates or which Buyer or its Affiliates are otherwise required to obtain; (iii) violate any material provision of the transactions contemplated hereby certificate of incorporation, by-laws or thereby, nor compliance by Premier with similar governing documents of the Company or any of the provisions hereof Transferred Subsidiaries; (iv) require any material consent, approval or thereof (i) conflicts with notice under, and will not materially conflict with, or results result in any the material breach or termination of, or constitute a material default under, or result in the acceleration of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier performance by the Company or any of its the Transferred Subsidiaries or to a loss of under, any benefit material Contract to which Premier the Acquired Assets are bound; or (v) violate, conflict with or breach any material term or condition of (A) the IMS Distribution Agreement (including the non-compete covenants contained therein) or (B) any other agreement or provision that limits or restricts the ability of the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the Transferred Subsidiaries, exceptand after the Closing Date would limit or restrict the ability of Buyer, in the case of clauses to conduct business (iiwith items (A) and (iiiB) being the "Non-Compete Agreements"), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing (a) The execution and delivery by each of a Form 4 Parent and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights and any Related Agreement by Premier to which it is a party, and the consummation by Premier each of Parent and Merger Sub of the transactions contemplated hereby and thereby, except for shall not (i) result in the creation of any Lien (other than a Permitted Lien) on any of the material assets of Parent or its subsidiaries or any of the Equity Interests of Parent or its subsidiaries, (ii) conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) (a) the Parent Organizational Documents or (b) any Law or Order applicable to Parent or Merger Sub, other than, in the case of this clause (b), such filings the failure of which to be madeconflicts, violations or defaults as would not, individually or in the aggregate, could not reasonably be expected to have (i) result in a material adverse effect on Premier, and its Subsidiaries, taken as a whole, Material Adverse Effect with respect to Parent or to (ii) prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby and thereby. Neither by this Agreement. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Parent or any of its Subsidiaries in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyhereby, nor compliance by Premier with any of the provisions hereof or thereof except for (i) conflicts with or results in any breach the filing of the Articles Certificates of Incorporation or bylaws of PremierMerger, (ii) contravenesthe expiration or early termination of the applicable waiting period under the HSR Act and the expiration or termination of waiting periods or the receipt of approvals or consents required under other Antitrust Laws, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or and (iii) constitutes a default under such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or gives rise made, would not materially and adversely affect, and would not reasonably be expected to adversely affect, Parent or any right of terminationits Subsidiaries’ ability to perform or comply with the covenants, cancellation agreements or acceleration obligations of any right or obligation of Premier the Company or any of its Subsidiaries herein or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. (c) No vote or other instrument binding on Premier action of the stockholders of Parent is required by Law, Nasdaq rules, the certificate of incorporation or bylaws (or similar charter or organizational documents) of Parent in order for Parent and Merger Subs to enter into any of its Subsidiaries Transaction Documents or any license, franchise, permit or other similar authorization held consummate the transactions contemplated by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by APTI of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier APTI of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of APTI; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyany Lien upon, nor compliance by Premier with any of the properties of APTI or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to APTI or any of its Subsidiaries under, any of the terms, conditions or provisions hereof of, any note, ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, deed of trust, APTI Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which APTI or any of its Subsidiaries is a party, or by which APTI or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier APTI or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably be expected to have, individually or in the aggregate, an APTI Material Adverse Effect. (b) Neither the execution and delivery by APTI of this Agreement nor the consummation by APTI of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than the Regulatory Filings, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have or reasonably be expected to have, individually or in the aggregate, an APTI Material Adverse Effect. (c) Other than as contemplated by Section 4.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the APTI Material Contracts (as hereinafter defined) or for APTI to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates would not have or reasonably be expected to have, individually or in the aggregate, an APTI Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in or constitute the satisfaction of a material adverse effect on Premier condition to (whether or not there be any additional condition to) any payment from APTI or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of APTI or any of its Subsidiaries taken under any APTI Plan (as a wholedefined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any APTI Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than (a) Except as set forth in Section 3.5(a) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActTD Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by TD of this Purchase Agreement Agreement, the execution and delivery by TD (and/or the applicable Subsidiary of TD party thereto) of each of the Transaction Agreements to which it is or the Registration Rights Agreement by Premier will be a party does not, and the consummation by Premier TD and/or each such Subsidiary of the transactions contemplated hereby and therebythereby will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof constitute a default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any Encumbrance on any assets of Waterhouse or the Business Subsidiaries (any such conflict, violation, default, right of termination, cancellation or obligation acceleration, loss or creation, a “Violation”) pursuant to, (i) any provision of Premier the charter, certificate of incorporation or bylaws or comparable organizational documents of TD, Waterhouse or any of its Subsidiaries or to a loss of any benefit the Business Subsidiaries, (ii) except as to which Premier requisite waivers or consents have been obtained, and except for the consents and approvals required under the agreements and instruments listed in Section 3.5(a) of the TD Disclosure Schedule, any loan or credit agreement, note, mortgage, indenture, lease or other agreement, obligation or instrument to which Waterhouse or any of its Subsidiaries Business Subsidiary is entitled under any provision of any agreement, contract a party or other instrument binding on Premier or by which any of its Subsidiaries their respective properties or assets may be bound, or (iii) any licenselaw, permit, concession, franchise, permit license, judgment, order, decree, statute, ordinance, rule or other similar authorization held by Premier regulation applicable to Waterhouse or any Business Subsidiary or their respective properties or assets, assuming the consents, approvals, authorizations or permits and filings or notifications set forth in Section 3.5(a) of its Subsidiaries, exceptthe TD Disclosure Schedule and paragraph (b) below are duly and timely obtained or made; other than a Violation, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that which would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Waterhouse. Section 3.5(a) of the TD Disclosure Schedule lists all loan or credit agreements, notes, mortgages, indentures, leases or other agreements, obligations or instruments (other than the contracts and other agreements set forth in Section 3.8(a) of the TD Disclosure Schedule) to which Waterhouse or any Business Subsidiary is a party, or by which any of their respective properties or assets may be bound, which require the consent, waiver or approval of a party thereto (other than Waterhouse or a Business Subsidiary) in connection with the execution and delivery by TD of this Agreement or the Transaction Agreements and the consummation by it of the transactions contemplated hereby and thereby (including the Tender Offer), if the failure to obtain such consent, waiver or approval would be material adverse effect on Premier to Waterhouse. (b) Except as set forth in Section 3.5(b) of the TD Disclosure Schedule, no consent, approval, order or authorization of, notice to, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any industry self-regulatory organization (a “Governmental Authority”) or with any Person other than a Governmental Authority (a “Third Party Approval”), is required by or with respect to TD, Waterhouse or any Business Subsidiary in connection with the execution and delivery by TD of this Agreement or any of its Subsidiaries taken the Transaction Agreements, or the consummation by TD of the transactions contemplated hereby and thereby (including the Tender Offer), except for (i) the filing by Ameritrade with the SEC of a proxy statement in definitive form relating to the meeting of Ameritrade’s stockholders to be held to approve the Ameritrade Stock Issuance, the Ameritrade Restated Charter and any Additional Proposal (the “SEC Proxy Statement”) and the filing with the SEC by TD of a Schedule TO and related documents with respect to the Tender Offer, (ii) notification by Ameritrade to NASDAQ of the proposed issuance of the Common Stock to TD constituting the Exchange Consideration, (iii) notices under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration of applicable waiting periods thereunder, (iv) an application for an Advance Ruling Certificate or no-action letter to the Commissioner of Competition (Canada) and a wholepre-merger notification pursuant to the Competition Act (Canada) and the expiration of applicable waiting periods thereunder, (v) approval by the Minister of Finance (Canada) and the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of the transactions contemplated by this Agreement and the use by Ameritrade of the “TD” name as contemplated by the Trademark License Agreement, (vi) notices with and approvals from the NASD, NYSE and the Canadian securities regulatory authorities and the other industry self-regulatory agencies listed in Section 3.5(b) of the TD Disclosure Schedule, (vii) the filing of the Ameritrade Restated Charter with the Secretary of State of the State of Delaware by Ameritrade and (viii) such other approvals, consents and orders of, and filings, notices and registrations with, Governmental Authorities and Third Party Approvals the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Waterhouse.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Except as set forth in Section 5.2(b) of the transactions contemplated hereby and therebyParent Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Escrow Agreement by Premier nor do not, and subject to the Parent Stockholder Approval the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor and thereby and compliance by Premier with any of the provisions hereof of this Agreement will not, directly or thereof indirectly, contravene, conflict with, or result in any violation of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation under any provision of (i) the Certificate of Incorporation of Parent, the By-Laws of Parent or obligation the comparable organizational documents of Premier any of its Subsidiaries (ii) any resolutions adopted by the Board of Directors or the stockholders of Parent or any of its Subsidiaries or (iii) subject to a loss of the filings and other matters referred to in the immediately following sentence, (A) any benefit Contract to which Premier Parent or any of its Subsidiaries is entitled under a party or by which any provision of its or their respective assets are bound or (B) any agreementLaw or Judgment, contract or other instrument binding on Premier in each case applicable to Parent or any of its Subsidiaries or any licenseits or their respective assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and this clause (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration or loss amendments that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent 28 Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby and thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries taken in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement by Parent or the Merger Sub or the consummation by Parent or the Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Escrow Agreement, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Form S-4 (y) the Joint Proxy Statement and (z) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement and the transactions contemplated hereby, (III) the filing of the Parent Certificate of Incorporation Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a wholeParent Material Adverse Effect or (y) would not reasonably be expected to materially impair Parent’s ability to perform its obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery of this Purchase Agreement or any Transaction Document by Seller nor the Registration Rights Agreement performance by Premier and the consummation by Premier Seller of the transactions contemplated hereby and therebyor thereby will conflict with or result in (with or without notice or lapse of time or both) a violation, except for breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien other than Permitted Liens on any of the Purchased Assets as the case may be, of (i) any provision of Seller's Organizational Documents, (ii) any resolution adopted by Seller's directors, (iii) any Legal Requirement or any Order to which Seller or any of the Purchased Assets may be subject, or (iv) any Contract or other agreement or instrument to which Seller is a party or by which Seller or any of its properties or assets are bound, other than in the case of this clause (iv) any such filings the failure of which to be madeconflicts, violations or defaults that, individually or in the aggregate, (A) have not had and could not reasonably be expected to have a material adverse effect on Premiereffect, and (B) have not impaired and could not reasonably be expected to impair Seller's ability to perform its Subsidiaries, taken as a whole, obligations hereunder. No Governmental Authorization is required to be obtained or to prevent made by Seller in connection with the execution and delivery of this Agreement or materially delay the consummation of the transactions contemplated hereby and thereby. by Seller, other than any required Consent in connection with the transfer of any Permit. (b) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement any Transaction Document by Premier OTV or Seller nor the consummation performance by Premier OTV or Seller of the transactions contemplated hereby or therebythereby to be performed by OTV or Seller, nor compliance by Premier respectively, will conflict with or result in (with or without notice or lapse of time or both) a violation, breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien other than Permitted Liens on any of the provisions hereof or thereof Purchased Assets as the case may be, of (i) conflicts with any Legal Requirement or results in any breach of the Articles of Incorporation Order to which OTV may be subject, or bylaws of Premier, (ii) contravenesany Contract or other agreement or instrument to which OTV is a party or by which OTV, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries properties or to a loss assets other than the Seller or the properties or assets of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementthe Seller, contract or are bound, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, than in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations or defaults that, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would (A) have not had and could not reasonably be expected to have a material adverse effect on Premier effect, and (B) have not impaired and could not reasonably be expected to impair OTV's ability to perform their respective obligations hereunder. No Governmental Authorization is required to be obtained or any made by OTV in connection with the execution and delivery of its Subsidiaries taken this Agreement or the consummation of the transactions contemplated hereby by OTV. OTV is an "ultimate parent entity" within the meaning of Section 801.1(a)(3) of the rules of the Federal Trade Commission promulgated under the Hart-Scott-Rodino Antitrust I▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇f 1976, as a wholeamended.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower ----------- of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party nor the consummation by Premier of the transactions herein or therein contemplated hereby nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (a) conflict with, except for such filings constitute a default under or result in any breach of (i) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (ii) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (b) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty, could not reasonably be expected a Subsidiary Security Agreement or the other Security Documents to have which such Subsidiary Guarantor is a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay party nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, other Loan Documents nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (ia) conflicts with conflict with, constitute a default under or results result in any breach of (i) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premier, such Subsidiary or (ii) contravenesany Law or any agreement or instrument or order, conflicts with or would constitute a violation of any provision of any law, regulationwrit, judgment, injunction, order injunction or decree binding upon Premierto which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (iiib) constitutes a default under result in the creation or gives rise to any right of termination, cancellation or acceleration enforcement of any right Lien upon any property (now or obligation hereafter acquired) of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or such Subsidiary (other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than The execution and delivery by each Borrower Party of this Amendment, the filing New Notes to which it is a party and the EMJ Transaction Documents to which it is a party, the performance by such Borrower Party of the Amended Agreement, the Amended Master Subsidiary Guaranty, the New Notes to which it is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under party, the Exchange Actother Loan Documents, and no filing withthe EMJ Transaction Documents, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby thereby (including the assumption of EMJ’s obligations under the EMJ indenture by EMJ Acquisition Sub) do not and therebywill not (i) violate any provision of any law or any governmental rule or regulation applicable to such Borrower Party or any of its Subsidiaries (including each EMJ Company), except the certificate or articles of incorporation or bylaws of such Borrower Party or any of its Subsidiaries (including each EMJ Company) or any order, judgment or decree of any court or other agency of government binding on such Borrower Party or any of its Subsidiaries (including each EMJ Company), (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation to which such Borrower Party or any of its Subsidiaries (including each EMJ Company) is a party or by which such Borrower Party or such Subsidiary (or such EMJ Company) or any of its Property is bound or affected (including without limitation the Loan Documents as amended hereby, the EMJ Indenture Documents, the EMJ Transaction Documents, the documents related to the Canadian credit facility for such filings EMJ’s Canadian subsidiary and the failure of which to Note Purchase Documents, as amended by omnibus amendments No. 1 and No. 2 thereto (collectively, the “Specified Documents”)), other than (1) conflicts that will be made, individually resolved on or in before the aggregate, First Amendment Effective Date or (2) conflicts (other than conflicts with or among the Specified Documents) that could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect, and its Subsidiaries, taken as a whole, (iii) result in or to prevent require the creation or materially delay the consummation imposition of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the provisions hereof properties or thereof (i) conflicts with or results in any breach assets of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier such Borrower Party or any of its Subsidiaries (including each EMJ Company) (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders and other than continuation of Liens on the assets of the EMJ Companies which existed prior to the First Amendment Effective Date (including Liens on future acquired property)), or to a loss (iv) require any approval of stockholders or any approval or consent of any benefit to which Premier Person under any Contractual Obligation of such Borrower Party or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iiiincluding each EMJ Company), for any except such contravention, conflict, violation, default, termination, cancellation, acceleration approval and consent which have been obtained on or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeprior to the First Amendment Effective Date.

No Conflict. Other than the filing The execution and delivery of a Form 4 this Agreement by PTI and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actby Sub does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier fulfillment of the transactions contemplated hereby or therebyobligations and undertakings hereunder will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation Violation of any provision of the Certificate of Incorporation or By-laws of PTI or of Sub, any lawContract applicable to PTI, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Sub or any of its Subsidiaries their respective assets, or any Legal Requirement applicable to a loss of any benefit to which Premier PTI, Sub or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariestheir respective assets, except, in the case of clauses (ii) Contracts and (iii)Legal Requirements, for Violations which could not reasonably be expected, individually or in the aggregate, to have any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier the validity or enforceability of this Agreement or a Material Adverse Effect on the operations or financial condition of PTI and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to PTI or Sub in connection with the execution and delivery of this Agreement by PTI and Sub or the consummation by PTI and Sub of the transactions contemplated hereby, except for the filing of a premerger notification report by PTI, if required, under the HSR Act, the filing with the SEC of the Registration Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the consummation of the transactions contemplated hereby, and the obtaining from the SEC of such orders as may be so required, the filing of such documents with, and the obtaining of such orders from, state authorities, including state securities authorities, and Canadian securities authorities that are required in connection with the transactions contemplated by this Agreement, the filing contemplated by Section 2.2, and such consents, approvals, orders, authorizations or registrations the failure to obtain which could not reasonably be expected, individually or in the aggregate, to have any adverse effect on the validity or enforceability of this Agreement or a Material Adverse Effect on the operations or financial condition of PTI and its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 5.3(a) (collectively, the “Buyer Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permit, authorization, consent authorization or approval of, of any Governmental Authority is necessary for required on the part of the Buyer in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Buyer or any Affiliate of the Buyer or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except (i) those consents, authorizations or approvals that may be required because of the Seller’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (ii) those consents, authorizations or approvals of any Governmental Authority customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 5.3(b) and assuming receipt of the Buyer Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by the Buyer and the performance by the Buyer of the Buyer’s obligations hereunder and thereunder, will not result in (i) any conflict with, or violation or breach of, or default under, any provision of the Organizational Documents of the Buyer, (ii) any breach or violation of or default under, constitute or give rise to a termination or right of termination of, acceleration of any obligation or loss of any benefit under, or require the consent, authorization or approval of any Person (other than a Governmental Authority) with respect to any material Contract to which the Buyer is a party or by which the Buyer or any of its properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to which the Buyer is or has been subject, (iv) the creation or imposition of any Lien or (v) constitute an event which, after notice or lapse of time or both, would result in any such filings breach, violation, termination or creation of a Lien, except, in the failure case of which to be madethe foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBuyer Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as disclosed on Schedule 13D under 2.05 or as contemplated in the Exchange ActWEAU Agreement and assuming compliance with the Hart-Scott Act and the receipt ▇▇ ▇▇▇ ▇▇▇essary FCC approvals, neither the execution, delivery and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement Other Agreements to which it is a party by Premier and either the consummation by Premier Company or any of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Stockholders nor the consummation by Premier the Company or any of the Stockholders of the transactions contemplated hereby or therebythereby will (i) conflict with or result in a violation, nor compliance by Premier with contravention or breach of any of the terms, conditions or provisions hereof or thereof (i) conflicts with or results in any breach of the Articles Certificate of Incorporation Incorporation, as amended, or bylaws the By-Laws, as amended, of Premierthe Company or any of the Subsidiaries, (ii) contravenes, conflicts conflict with or would constitute result in a violation violation, contravention or breach of any provision of the terms, conditions or provisions of the partnership agreement, certificate of limited partnership or other governing document or agreement of any lawof the Stockholders, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes result in a default under Default under, or gives rise to any right of termination, cancellation require the consent or acceleration approval of any right party to, any Contract or obligation License of Premier the Company or any of its the Subsidiaries required to be set forth on one or to a loss more of the Schedules contemplated by Section 2.23 hereof or any Contract or License of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthe Stockholders (which, in the case of clauses the Stockholders, would (iia) and affect the ability of the Stockholders to consummate the transactions contemplated hereby or (iiib) result in any Liability to Purchaser), for (iv) result in the violation of any such contraventionLaw or Order applicable to the Company, conflictany of the Subsidiaries or any of the Stockholders (which, violationin the case of the Stockholders, defaultwould (a) affect the ability of the Stockholders to consummate the transactions contemplated hereby or (b) result in any Liability to Purchaser) or (v) result in the creation or imposition of any Lien applicable to the Stock, terminationthe Company or any of the Subsidiaries, cancellation, acceleration or loss that except in each case as would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than Assuming that all consents, approvals, authorizations, notifications and other actions described in the filing applicable subsection of a Form 4 Schedule 3.05 of the Seller Disclosure Letter have been obtained or made, as applicable, the execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under performance by each of the Exchange Act, Seller and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Seller Guarantor of this Purchase Agreement and the other Transaction Documents to which such Person is or the Registration Rights Agreement by Premier will be a party and the consummation by Premier each of the transactions contemplated hereby Seller and therebythe Seller Guarantor of the Transactions, except for in each case, do not or will not, as applicable, (a) violate, conflict with or result in a breach of any provision of the organizational documents governing the Seller or the Seller Guarantor, respectively, (b) conflict with or violate any Law or Governmental Order applicable to the Seller or the Seller Guarantor, respectively, or by which any of its assets, properties or businesses is bound or affected, or (c) conflict with, result in any breach of, constitute a violation of or default (or event which with the giving of notice or lapse of time, or both, would become a violation or default) under, require any consent or notice under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any of the assets of the Seller or the Seller Guarantor under the terms of any material Contract to which the Seller is or will be a party, except, in the case of the foregoing clauses (b) and (c), to the extent that any such filings the failure violation, conflict, breach, default, right of which to be madetermination, amendment, acceleration, suspension, revocation, cancellation or Encumbrance would not, individually or in the aggregate, could not reasonably be expected to have a (x) be material adverse effect on Premier, to the Business or the Company and its Subsidiaries, taken as a whole, or to (y) prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither Transactions or otherwise prevent the execution and delivery of this Purchase Agreement Seller or the Registration Rights Seller Guarantor from performing its respective obligations under this Agreement by Premier nor and the consummation by Premier other Transaction Documents to which such Person is or will be a party in all material respects. Except as set forth on Schedule 3.05 of the transactions contemplated hereby or therebySeller Disclosure Letter, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results Assignment does not and will not conflict with, result in any breach of the Articles of Incorporation or bylaws of Premierof, (ii) contravenes, conflicts with or would constitute a violation of or default (or event which with the giving of notice or lapse of time, or both, would become a violation or default) under, require any provision consent or notice under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any lawContract to be assigned by the Seller or its Affiliate to the Company pursuant to the Assignment Agreement, regulationexcept to the extent that any such violation, judgmentconflict, injunctionbreach, order or decree binding upon Premierdefault, or (iii) constitutes a default under or gives rise to any right of termination, amendment, acceleration, suspension, revocation or cancellation would not, individually or acceleration of any right in the aggregate, reasonably be expected to be material to the Business or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of the Company and its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as described on Schedule 13D under the Exchange Act2.3, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement or the Registration Rights any Transaction Agreement by Premier and Seller, nor the consummation by Premier of the transactions contemplated hereby and thereby, hereunder nor the fulfillment by Seller of any of the terms of this Agreement or any Transaction Agreement will: (a) except for such filings conflicts, breaches or defaults as would not (i) affect, in any material respect, Seller’s ability to convey the failure of which to be made, individually Purchased Assets or in otherwise complete the aggregate, could not reasonably be expected to transactions contemplated hereunder or (ii) have a material adverse effect on PremierBuyers’ ability to conduct the Business following the Closing, and its Subsidiaries, taken as conflict with or result in a wholebreach by Seller, or to prevent constitute default by Seller under, or materially delay create an event that, with the consummation giving of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement notice or the Registration Rights Agreement by Premier nor the consummation by Premier lapse of the transactions contemplated hereby time, or therebyboth, nor compliance by Premier with would be a default under or breach of, any of the terms, conditions or provisions hereof of (W) any mortgage, lease, deed of trust, pledge, loan or thereof credit agreement, license agreement, or any other material contract, arrangement or agreement to which Seller is a party or to which any of the Purchased Assets is subject, (X) the Certificate of Incorporation or Bylaws of Seller or (Y) any judgment, order, writ, injunction, decree or demand of any Governmental Entity or (Z) any Purchased Contract; (b) result in the creation or imposition of any Encumbrance upon the Purchased Assets; (c) cause a loss or adverse modification of any permit, license, or other authorization granted by a Governmental Entity to or otherwise held by Seller which would affect, in any material respect, Buyers’ ability to conduct the Business after the Closing; or (d) subject to obtaining necessary consents, approvals and actions, making necessary filings and giving required notices, violate any provision of applicable law relating to Seller (other than such conflicts, violations or breaches which would not, in any material respect, adversely affect (i) conflicts with the validity or results in enforceability of this Agreement or any breach of the Articles of Incorporation or bylaws of PremierTransaction Agreements, (ii) contravenes, conflicts with Seller’s ability to convey the Purchased Assets or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, otherwise complete the transactions contemplated hereunder or (iii) constitutes a default under or gives rise Buyers’ ability to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in conduct the case of clauses (ii) and (iiiBusiness following the Closing. ), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than (a) Except for the filing Seller Required Governmental Authorizations and the Company Required Governmental Authorizations and the applicable expiration or termination of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of Buyer in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by Buyer or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of Buyer to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of the Sellers’ participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Assuming receipt of the Seller Required Governmental Authorizations and the Company Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any Buyer and the performance by Buyer of the provisions hereof or thereof Buyer’s obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of PremierBuyer, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any contract, mortgage, lease, agreement, deed of trust, indenture or any other instrument to which Buyer is a party or by which Buyer or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which Buyer is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesLien, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflict, violation, default, termination, cancellation, acceleration reasonably be expected to materially impede or loss that would not have delay the Closing or the ability of Buyer to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

No Conflict. Other than The execution, delivery and performance of this Agreement and each other Transaction Document to which Cargill is or will be a party and the filing of a Form 4 compliance by Cargill with the provisions hereof and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or require any notice or consent under (i) any provision of the certificate of incorporation or bylaws of Cargill (subject to adoption and no effectiveness of the amendments to the certificate of incorporation of Cargill substantially in the form attached as Annex B hereto); or (ii) any mortgage, note, indenture, deed of trust, lease, loan agreement, commitment, arrangement, written or oral contract or other agreement or instrument or any permit, authorizationconcession, consent grant, franchise, license or approval ofLaw applicable to Cargill or any of its Subsidiaries or any of its or their properties or assets, assuming that all consents, approvals, orders, authorizations, registrations and declarations contemplated by Section 3.1(e) have been obtained and all filings described therein have been made, other than any Governmental Authority is necessary for the execution of such conflict, violation, breach, default, termination and acceleration under this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madeclause (ii) that, individually or in the aggregate, could would not reasonably be expected to have a material adverse effect Material Adverse Effect on PremierCargill. Assuming due authorization, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier MAC Trusts (and the approval and effectiveness of the transactions contemplated hereby or thereby, nor compliance by Premier with any amendment to Cargill’s certificate of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iiiincorporation attached hereto as Annex B), for at the Exchange Closing, neither Cargill’s certificate of incorporation nor Cargill’s bylaws will impose any such contravention, conflict, violation, default, termination, cancellation, acceleration Securities Encumbrances or loss restrictions that would not have a material adverse effect on Premier or prevent any of MAC Trust from fulfilling its Subsidiaries taken as a wholeobligations hereunder.

No Conflict. Other than The execution, delivery and performance by such Seller of this Agreement and the filing of other Transaction Documents to which such Seller is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of the Organizational Documents of such Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; or (c) except as set forth in Section 3.03 of the Disclosure Schedules, require the consent of, notice to, waiver from, or other action by any Person under, conflict with, result in a violation or breach of, result in loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under or result in the acceleration, termination, amendment, or cancellation of, or result in the creation of any Encumbrance on any Shares pursuant to, any Contract, Permit or other instrument or obligation to which such Seller is a party or by which any such Seller or any Shares are bound or affected, except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not, individually or in the aggregate, be material to be such Seller’s ability to perform or comply with the covenants, agreements or obligations of such Seller herein or in any Transaction Document or to complete the transactions contemplated by this Agreement. Neither Except as set forth in Section 3.03 of the Disclosure Schedules and other than filings as may be required under the HSR Act, no consent, approval, exemption, authorization, Permit, Governmental Order, registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to such Seller in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby and thereby by such Seller, except for such consents, approvals, exemptions, authorizations, Permits, Governmental Orders, registrations, declarations, filings or therebynotices required by or with respect to the Georgia C-Corporation that if not made or obtained would not be material to such Seller’s ability to perform or comply with the covenants, nor compliance by Premier with any agreements or obligations of the provisions hereof such Seller herein or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Transaction Document or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held consummate the transactions contemplated hereby and thereby by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSeller.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery of this Purchase Agreement or any Transaction Document by Seller nor the Registration Rights Agreement performance by Premier and the consummation by Premier Seller of the transactions contemplated hereby and therebyor thereby will conflict with or result in (with or without notice or lapse of time or both) a violation, except for breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien on any of the Purchased Assets as the case may be, of (i) any provision of Seller's Organizational Documents, (ii) any resolution adopted by Seller's directors, (iii) any Legal Requirement or any Order to which Seller or any of the Purchased Assets may be subject, or (iv) any Contract or other agreement or instrument to which Seller is a party or by which Seller or any of its properties or assets are bound, other than in the case of this clause (iv) any such filings the failure of which to be madeconflicts, violations or defaults that, individually or in the aggregate, (A) have not had and could not reasonably be expected to have a material adverse effect on Premiereffect, and (B) have not impaired and could not reasonably be expected to impair Seller's ability to perform its Subsidiaries, taken as a whole, obligations hereunder. No Governmental Authorization is required to be obtained or to prevent made by Seller in connection with the execution and delivery of this Agreement or materially delay the consummation of the transactions contemplated hereby and thereby. by Seller, other than any required Consent in connection with the transfer of any Permit. (b) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement any Transaction Document by Premier OTV or Seller nor the consummation performance by Premier OTV or Seller of the transactions contemplated hereby or therebythereby to be performed by OTV or Seller, nor compliance by Premier respectively, will conflict with or result in (with or without notice or lapse of time or both) a violation, breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien on any of the provisions hereof or thereof Purchased Assets as the case may be, of (i) conflicts with any Legal Requirement or results in any breach of the Articles of Incorporation Order to which OTV may be subject, or bylaws of Premier, (ii) contravenesany Contract or other agreement or instrument to which OTV is a party or by which OTV, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries properties or to a loss assets other than the Seller or the properties or assets of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementthe Seller, contract or are bound, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, than in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations or defaults that, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would (A) have not had and could not reasonably be expected to have a material adverse effect on Premier effect, and (B) have not impaired and could not reasonably be expected to impair OTV's ability to perform their respective obligations hereunder. No Governmental Authorization is required to be obtained or any made by OTV in connection with the execution and delivery of its Subsidiaries taken this Agreement or the consummation of the transactions contemplated hereby by OTV. OTV is an "ultimate parent entity" within the meaning of Section 801.1(a)(3) of the rules of the Federal Trade Commission promulgated under the Hart-Scott-Rodino Antitrust Imp▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ 1976, as a wholeamended.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (i) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Merger Sub, nor the consummation by Premier Parent or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Merger Sub with any of the provisions hereof herein will (A) result in a violation or thereof (i) conflicts breach of, contravene or conflict with or results in any breach the certificate of the Articles of Incorporation incorporation or bylaws of PremierParent or Merger Sub, (iiB) contravenesassuming compliance with the matters referred to in Section 5(b)(ii), conflicts conflict with or would constitute result in a violation or breach of any applicable Judgment or any provision of any lawapplicable Law, regulation(C) assuming compliance with the matters referred to in Section 5(b)(ii), judgmentrequire any consent or other action by any Person under, injunction, order or decree binding upon Premierconstitute a default, or (iii) constitutes an event that, with or without notice or lapse of time or both, would constitute a default under under, or gives rise to any right of cause or permit the termination, cancellation or acceleration or other change of any right or obligation of Premier or any of its Subsidiaries or to a the loss of any benefit to which Premier Parent or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument Contract binding on Premier upon Parent or any of its Subsidiaries or any licenseAuthorization affecting, franchiseor relating in any way to, permit the assets or other similar authorization held by Premier business of Parent and its Subsidiaries or (D) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, exceptexcept as would not, in the case of clauses (iiB), (C) and (iiiD), for any such contraventionreasonably be expected to have, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier the ability of Parent and Merger Sub to perform their respective obligations under this Agreement. (ii) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement require no action by or in respect of, or filing with, any Governmental Authority, except for (A) compliance with any applicable requirements of the Securities Act, the Exchange Act or any other United States state or federal securities Laws, (B) compliance with any NASDAQ rules and (C) actions or filings the failure of its Subsidiaries taken as which to make or obtain has not had and would not reasonably be expected to have, individually or in the agregate, a wholematerial adverse effect on the ability or Parent and Merger Sub to perform their respective obligations under this Agreement.

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Parent of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier Parent of the transactions contemplated hereby or thereby, nor or the compliance by Premier Parent with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation violation of, its Organizational Documents or bylaws of Premier, any Law or (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent is a party or any of by which Parent or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Parent to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (b) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to, any Governmental Authority is required on the part of Parent in connection with the execution and delivery by Parent of this Agreement or the Transaction Documents to which it is a party or the consummation by Parent of the transactions contemplated hereby or thereby, except for (i) such consents, waivers, approvals, ordes, permits, declarations, filings or notifications expressly contemplated herein or (ii) such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (iii)c) Parent has not made any general assignment for the benefit of creditors, become insolvent or filed a petition for voluntary bankruptcy or filed a petition or answer seeking reorganization or an arrangement or composition, extension or readjustment of its indebtedness or consented, in any such contraventioncreditors’ proceeding, conflict, violation, default, termination, cancellation, acceleration to the appointment of a receiver or loss that would not have a material adverse effect on Premier trustee of Parent for the property or any part thereof of its Subsidiaries taken as a wholeany of them or been named in an involuntary bankruptcy proceeding and to the Knowledge of Parent, no such actions are contemplated or have been threatened.

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Buyer of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier Buyer of the transactions contemplated hereby or thereby, nor or the compliance by Premier Buyer with any of the provisions hereof or thereof thereof, will (i) conflicts with conflict with, or results result in any breach violation of the Articles Organizational Documents of Incorporation Buyer or bylaws of Premier, any Law or (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier Buyer is a party or any of its Subsidiaries is entitled under any provision of any agreement, contract by which Buyer or other instrument binding on Premier Buyer’s properties or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (b) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to, any Governmental Authority is required on the part of Buyer in connection with the execution and delivery by Buyer of this Agreement or the Transaction Documents to which it is a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except for (i) such consents, waivers, approvals, orders, Permits, declarations, filings and notificaitons expressly contemplated herein or (ii) such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to enter into and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration perform its obligations under this Agreement or loss that would not have the Transaction Documents to which it is a material adverse effect on Premier party or any of its Subsidiaries taken as a wholeconsummate the transactions contemplated hereby or thereby.

No Conflict. Other than (i) The execution, delivery and performance by Parent and Selling Sub of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Transaction Documents and the consummation by Premier Parent and Selling Sub of the transactions contemplated hereby and thereby, except for such filings thereby will not (A) violate or conflict with the failure articles of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation incorporation or bylaws of PremierParent or the certificate of incorporation or memorandum and articles of association of the Selling Sub or the Company, (iiB) contravenes, conflicts with or would constitute a violation of violate any provision of Applicable Law to which Parent or Selling Sub is subject or violate or conflict with any law, regulationorder, judgment, injunction, order injunction or decree binding upon Premierapplicable to Parent or Selling Sub or (C) except as disclosed on Schedule 4.1(b)(i), violate, breach or constitute a default (with or without notice or lapse of time, or (iiiboth) constitutes a default under or gives give rise to any a right of termination, cancellation or acceleration of any right or obligation of Premier Parent and Selling Sub under, or result in the creation of a Lien on any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier the Company, Parent or any of its Subsidiaries is entitled under Selling Sub pursuant to, any provision of any agreement, contract contract, note, bond, mortgage, indenture, or lease or other instrument binding on Premier upon the Company, Parent or any of its Subsidiaries Selling Sub or any license, franchise, permit or other similar authorization held by Premier the Company, Parent or any of its SubsidiariesSelling Sub, except, except in the case of clauses the foregoing clause (C) for any such violation, conflict, default, right or Lien which would not individually or in the aggregate have had a Material Adverse Effect. (ii) Except as set forth on Schedule 4.1(b)(ii), the execution, delivery and performance by Parent and Selling Sub of the Transaction Documents do not require any consent, approval, license, permit, order or authorization of or registration, declaration or filing with any Governmental Authority or any third party except for (A) any consent, approval, license, permit, order, authorization, registration, declaration or filing that Buyer is required to obtain or make disclosed on Schedule 4.1(b)(ii); and (iii)B) consents, for any such contraventionapprovals, conflictlicenses, violationpermits, defaultorders, terminationauthorizations, cancellationregistrations, acceleration declarations or loss that would filings which, if not obtained or made, will not individually or in the aggregate have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary (a) Except for the execution Required Consents set forth on the Required Consents Schedule, none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Buyer of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier Buyer or any of the Fortress Fund Entities with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach or violation of the Articles any terms of Incorporation provisions of its Organizational Documents or bylaws of Premier, (ii) contravenes, conflicts with or would constitute result in a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierLaw, or (iii) constitutes a with or without notice or lapse of time (or both), result in any violation of or default under (or gives give rise to any a right of termination, cancellation cancellation, vesting, amendment, acceleration, purchase or acceleration sale under), or result in the triggering of any right payment or obligation creation of Premier a Lien (other than a Permitted Lien or Liens created by this Agreement) upon any of its Subsidiaries the properties or to a loss assets of Buyer pursuant to, any benefit Contract to which Premier Buyer is a party or any of by which Buyer or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and or (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, default, termination, cancellation, acceleration terminations or loss that cancellations or other consequences as would not have reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a material adverse effect party or consummate the transactions contemplated hereby or thereby. (b) Except for the Required Consents set forth on Premier the Required Consents Schedule, no consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity or other Person is required on the part of Buyer in connection with the execution and delivery by Buyer of this Agreement or the other Transaction Documents to which it is a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to enter into and perform its Subsidiaries taken as obligations under this Agreement or the Transaction Documents to which it is a wholeparty or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Buyer or Parent of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents to which each is to be a party, the consummation by Premier Buyer of the transactions contemplated hereby or thereby, nor the performance by Buyer and Parent of this Agreement and such other Transaction Documents in compliance by Premier with any of the provisions terms and conditions hereof or thereof and thereof, will (i) conflicts violate, conflict with or results result in any breach of the Articles its Certificate of Incorporation Incorporation, as amended, or bylaws of PremierBylaws, (ii) contravenesrequire by or on behalf of Buyer or Parent any consent, conflicts approval, authorization or permit of, or filing with or notification to, any Governmental Authority, other than (A) the filing with the SEC of such reports and information under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of such documents with, and the obtaining of such orders from, various state securities and blue-sky authorities as are required in connection with the transactions contemplated hereby, and (C) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would constitute a violation impair the Parent Shares or impair in any material respect the ability of any provision of any law, regulation, judgment, injunction, order (1) Parent or decree binding upon Premier, Buyer to consummate the transactions contemplated by this Agreement and perform its obligations hereunder or (iii2) constitutes a default under Seller or gives rise Seller's Members and not more than 3 Seller's Employees to any right whom the Parent Shares are to be distributed following the Closing to receive and hold the Parent Shares in accordance with the provisions hereof (each of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, the actions reflected in the case of clauses (iiA) and (iii)B) to be taken by Parent) (subject, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.in

No Conflict. Other than None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution, and no filing with, and no permit, authorization, consent delivery or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and Apex, Holdings, Parent or Merger Sub or the consummation by Premier Apex, Holdings, Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby by this Agreement will (with or without notice or lapse of time, or both) conflict with or violate any provision of the certificate of incorporation, memorandum and therebyarticles of association, except for such filings the failure bylaws or similar organizational or governing documents of which Apex, Holdings, Parent or Merger Sub. Except as would not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierParent Material Adverse Effect, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation none of the transactions contemplated hereby and thereby. Neither the execution and execution, delivery or performance of this Purchase Agreement or the Registration Rights Agreement by Premier nor Apex, Holdings, Parent or Merger Sub or the consummation by Premier Apex, Holdings, Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby by this Agreement will (with or therebywithout notice or lapse of time, nor compliance by Premier or both) (a) assuming that the Apex Shareholder Approval is obtained and assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Apex, Holdings, Parent or Merger Sub or any other Subsidiary of Apex, Holdings or Parent (each, a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of the provisions hereof their respective properties or thereof assets or (ib) conflicts with require any consent or results approval under, violate, conflict with, result in any breach of the Articles or any loss of Incorporation any benefit under, or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation change of any provision of any law, regulation, judgment, injunction, order control or decree binding upon Premierdefault under, or (iii) constitutes a default under result in termination or gives rise give to others any right of termination, vesting, amendment, acceleration or cancellation of, or acceleration result in the creation of a Lien (other than Permitted Liens) upon any right of the respective properties or obligation assets of Premier Holdings, Parent, Merger Sub or any of its Subsidiaries or Parent Subsidiary pursuant to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchiseContract, permit or other similar authorization held instrument or obligation to which Holdings, Parent, Merger Sub or any Parent Subsidiary is a party or by Premier which they or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration their respective properties or loss that would not have a material adverse effect on Premier assets may be bound or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than (a) Subject to receipt of the filing of a Form 4 consents and an amendment ----------- approvals referred to Premier's report on Schedule 13D under in the Exchange Actfollowing sentence, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement by the Fund nor the consummation of the Merger or the other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Operating Agreement or the Registration Rights Agreement by Premier and the consummation by Premier certificate of formation of the transactions contemplated hereby and therebyFund, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (iii) breach any provision of any material contract to which the Fund is a party, except for in the case of the foregoing (ii) or (iii) to the extent such filings the failure of which to be madeconflict or breach would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierthe Fund or its ability to consummate the Merger or the other transactions contemplated hereby. Except for the approval of the Fund Manager (which approval has already been obtained), the Fund is not and its Subsidiaries, taken as a whole, will not be required to obtain any consent or to prevent approval from any person in connection with the execution and delivery of this Agreement or materially delay the consummation of the Merger and the other transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement by the Fund Manager nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Fund Manager’s organizational documents, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund Manager is subject, (iii) breach any provision of any material contract to which the Fund Manager is a party, except in the case of the foregoing (ii) or (iii) to the extent such conflict or breach would not, individually or in the aggregate, have a material adverse effect on the Fund Manager’s ability to consummate the transactions contemplated hereby. The Fund is not and thereby. Neither will not be required to obtain any consent or approval from any person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than (a) Except as set forth in Section 4.5(a) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAmeritrade Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Ameritrade of this Purchase Agreement Agreement, the execution and delivery by Ameritrade (and/or the applicable Subsidiary of Ameritrade party thereto) of each of the Transaction Agreements to which it is or the Registration Rights Agreement by Premier will be a party do not, and the consummation by Premier Ameritrade and/or each such Subsidiary of the transactions contemplated hereby and thereby, except for such filings thereby will not result in any Violation pursuant to (i) any provision of the failure certificate of which to be made, individually incorporation or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and bylaws or comparable organizational documents of Ameritrade or any of its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenesexcept as to which requisite waivers or consents have been obtained, conflicts with and except for the consents and approvals required under the agreements and instruments listed in Section 4.5(a) of the Ameritrade Disclosure Schedule, any loan or would constitute credit agreement, note, mortgage, indenture, lease or other agreement, obligation or instrument to which Ameritrade or any of its Subsidiaries is a violation party or by which any of any provision of any law, regulation, judgment, injunction, order their respective properties or decree binding upon Premierassets may be bound, or (iii) constitutes a default under any law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Ameritrade or any of its Subsidiaries or to their respective properties or assets, assuming the consents, approvals, authorizations or permits and filings or notifications set forth in Section 4.5(a) of the Ameritrade Disclosure Schedule and paragraph (b) below are duly and timely obtained or made; other than a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptViolation, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that which would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Premier Ameritrade. Section 4.5(a) of the Ameritrade Disclosure Schedule lists all loans or credit agreements, notes, mortgages, indentures, leases or other agreements, obligations or instruments (other than the contracts and other agreements set forth in Section 4.9 of the Ameritrade Disclosure Schedule) to which Ameritrade or any of its Subsidiaries taken is a party, or by which any of their respective properties or assets may be bound, which require the consent, waiver, or approval of a party thereto (other than Ameritrade or any of its Subsidiaries) in connection with the execution and delivery by Ameritrade of this Agreement or the Transaction Agreements and the consummation by it of the transactions contemplated hereby and thereby (including the Tender Offer), if the failure to obtain such consent, waiver or approval would be material to Ameritrade. (b) Except as set forth in Section 4.5(b) of the Ameritrade Disclosure Schedule, no consent, approval, order or authorization of, notice to, or registration, declaration or filing with any Governmental Authority or any Third Party Approval is required by or with respect to Ameritrade or any of its Subsidiaries in connection with the execution and delivery by Ameritrade of this Agreement or any of the Transaction Agreements or the consummation by Ameritrade of the transactions contemplated hereby and thereby (including the Tender Offer), except for (i) the filing by Ameritrade with the SEC of the SEC Proxy Statement and the filing by Ameritrade with the SEC of a wholeSchedule 14D-9 with respect to the Tender Offer, (ii) notification by Ameritrade to NASDAQ of the proposed issuance of the Common Stock to TD constituting the Exchange Consideration, (iii) notices under the HSR Act and the expiration of applicable waiting periods thereunder, (iv) an application for an Advance Ruling Certificate or no-action letter to the Commissioner of Competition (Canada) and a pre-merger notification pursuant to the Competition Act (Canada) and the expiration of applicable waiting periods thereunder, (v) approval by the Minister of Finance (Canada) and the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of the transactions contemplated by this Agreement and the use by Ameritrade of the “TD” name as contemplated by the Trademark License Agreement, (vi) notices with and approvals from the NASD, NYSE and the Canadian securities regulatory authorities and the other industry self-regulatory agencies listed in Section 4.5(b) of the Ameritrade Disclosure Schedule, (vii) the filing of the Ameritrade Restated Charter with the Secretary of State of the State of Delaware by Ameritrade and (viii) such other approvals, consents and orders of, and filings, notices and registrations with, Governmental Authorities and Third Party Approvals the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. Neither Ameritrade nor any of its Affiliates holds control of (as such term is defined in 12 U.S.C. § 1841(a)(2) or any successor provision) any insured depository institution (as such term is defined in 12 U.S.C. § 1813(c)(2) or any successor provision).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (i) Except as set forth on Schedule 13D under the Exchange Act4.1(c)(i), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by such Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier such Seller with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation or bylaws of Premierviolation of, its Organizational Documents, (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of of, any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, Law or (iii) constitutes a conflict with, or result in any violation of or default under under, or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier such Seller is a party or any of by which such Seller or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, default, termination, cancellation, acceleration terminations or loss that cancellations as would not have individually or in the aggregate, result in a Material Adverse Effect or reasonably be expected to prevent or materially delay the ability of such Seller to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (ii) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity is required on the part of such Seller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is a party or the consummation by such Seller of the transactions contemplated hereby or thereby, except for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform (in all material adverse effect on Premier respects) its obligations under this Agreement or any of its Subsidiaries taken as the Transaction Documents to which it is a wholeparty or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than The execution, delivery and performance by such Seller of this Agreement and the filing of other Transaction Documents to which such Seller is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of the Organizational Documents of such Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; (c) except as set forth in Section 3.03 of the Disclosure Schedules, require the consent of, notice to, waiver from, or other action by any Person under, conflict with, result in a violation or breach of, result in loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would become a default)under or result in the acceleration, termination, amendment, or cancellation of, or result in the creation of any Encumbrance on any Shares or Warrants pursuant to, any Contract, Permit or other instrument or obligation to which such Seller is a party or by which any such Seller or any Shares or Warrants are bound or affected; or (d) adversely impact the tax-qualified status of the ESOP, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not, individually or in the aggregate, be material to be such Seller’s ability to perform or comply with the covenants, agreements or obligations of such Seller herein or in any Transaction Document or to complete the transactions contemplated by this Agreement. Neither Except as set forth in Section 3.03 of the Disclosure Schedules and other than filings as may be required under the HSR Act, no consent, approval, exemption, authorization, Permit, Governmental Order, registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to such Seller in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby and thereby by such Seller, except for such consents, approvals, exemptions, authorizations, Permits, Governmental Orders, registrations, declarations, filings or therebynotices required by or with respect to the Companies that if not made or obtained would not be material to such Seller’s ability to perform or comply with the covenants, nor compliance by Premier with any agreements or obligations of the provisions hereof such Seller herein or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Transaction Document or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held consummate the transactions contemplated hereby and thereby by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSeller.

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier Sellers Closing Documents and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby have been duly and validly authorized and approved by any necessary corporate action of the Company, and no other action of the part of the Company is required to authorize the same. (b) Except as set forth on Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement Sellers Closing Documents by Premier any Seller or the Sellers’ Representative nor the consummation or performance of the transactions contemplated hereby by Premier any Seller or the Sellers’ Representative will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of any provision of the organizational documents of the Company or any Subsidiary of the Company (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Company or any Subsidiary of the Company, is subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or any Subsidiary of the Company; (iv) breach any provision of, give any Person the right to declare a default or exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any Material Company Contract; or (v) result in the creation or imposition of any Encumbrance upon any of the assets of the Company or any Subsidiary of the Company. (c) Except as set forth on Section 3.2(c) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is or will be required to give any notice to or obtain any consent, waiver or approval from (i) any Governmental Authority or other Person or (ii) any party to any Material Company Contract, in connection with the execution and delivery of this Agreement or any of the Sellers Closing Documents or the consummation of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D Except for required filings under the Exchange HSR Act, and no filing withany other applicable Laws or regulations relating to antitrust or competition, and no permit, authorization, consent or approval ofincluding in the United States, any Governmental Authority is necessary for the execution of this Purchase Agreement state thereof, any non-U.S. country or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyEuropean Union (collectively, except for such filings the failure of which to be made“Antitrust Regulations”), individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or does not, the Registration Rights Agreement by Premier nor execution of the other Transaction Documents will not, and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts Transactions will not conflict with or results result in any breach violation of the Articles of Incorporation or bylaws of Premier, default under (ii) contravenes, conflicts with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes or give rise to, any payment obligation, or a default under or gives rise to any right of termination, cancellation cancellation, modification or acceleration of any right obligation or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or under (any of its Subsidiaries is entitled under such event, a “Conflict”) (a) any provision of the Governing Documents or similar organizational documents of any agreementmember of the Seller Group, contract (b) any Contract to which any member of the Seller Group is a party or other instrument binding on Premier is bound, or (c) any Law or Order applicable to Seller or any other member of its Subsidiaries the Seller Group, the Business or any licensethe Acquired Assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of each of clauses (iib) and (iii)c) above, for such violations, defaults, payment obligations, rights of termination, cancellations, modifications or accelerations of any obligation, or losses of any benefit which would not reasonably be expected to be material to the Business. Section 4.3 of the Disclosure Letter sets forth all necessary notices, consents, waivers and approvals of parties to any Transferred Contracts that are required thereunder in connection with the Transactions, or for any such contraventionTransferred Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBuyer under such Transferred Contracts from and after the Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permit, authorization, consent authorization or approval of, of any Governmental Authority is necessary for required on the part of the Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Seller or any Affiliate of the Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure (i) those consents, authorizations or approvals that may be required because of which to be made, individually or Buyer’s participation in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (ii) those consents, authorizations or approvals of any Governmental Authority customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier Seller and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any the Seller and the performance by the Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts with any conflict with, or results in violation or breach of, or default under, any breach provision of the Articles Organizational Documents of Incorporation or bylaws of Premierthe Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any lawor default under, regulation, judgment, injunction, order constitute or decree binding upon Premier, or (iii) constitutes a default under or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, or require the consent, authorization or approval of any Person (other than a Governmental Authority) with respect to any Contract to which the Seller is a party or by which the Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which the Seller is subject or (iv) the creation or imposition of any benefit to which Premier Lien, other than Permitted Liens and will not constitute an event which, after notice or any lapse of its Subsidiaries is entitled under any provision of any agreementtime or both, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, would result in the case of clauses (ii) and (iii), for any such contravention, conflictbreach, violation, default, termination, cancellation, acceleration termination or loss that would not have creation of a material adverse effect on Premier or Lien upon any of its Subsidiaries taken as a wholethe Membership Interests owned by the Seller.

No Conflict. Other than the filing The execution, delivery and performance by Target of this Agreement and any Related Agreement to which Target is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither , will not contravene, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit, result in the execution and delivery creation or imposition of this Purchase Agreement any Lien under or materially impair Target’s rights or alter the Registration Rights Agreement by Premier nor the consummation by Premier rights or obligations of the transactions contemplated hereby or therebya third party under (any such event, nor compliance by Premier with any of the provisions hereof or thereof a “Target Conflict”) (i) conflicts with or results in any breach provision of the Articles Target Charter Documents or the equivalent organizational documents of Incorporation or bylaws any of PremierTarget’s Subsidiaries, (ii) contravenes, conflicts with any Target Material Contract to which Target or would constitute any Subsidiary is a violation party (or pursuant to which any of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertheir respective assets are bound), or (iii) constitutes a default under any judgment, injunction, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Target or any of its Subsidiaries or any license, franchise, permit of the properties (whether tangible or other similar authorization held by Premier intangible) or assets of Target or any of its Subsidiaries. Section 2.5 of the Target Disclosure Letter sets forth all necessary consents, exceptwaivers and approvals of parties or third-party beneficiaries to any Target Contracts as are required thereunder in connection with the Merger, in the case of clauses (ii) and (iii), or for any such contraventionTarget Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Effective Time so as to preserve all rights of, violationand benefits to, defaultTarget and its Subsidiaries, terminationunder such Target Contracts from and after the Effective Time. Following the Effective Time, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any the Surviving Corporation will be permitted to exercise all of its rights under the Target Contracts without the payment of any additional amounts or consideration other than ongoing obligations, fees, royalties or payments which Target or its Subsidiaries taken as a wholewould otherwise be required to satisfy, perform or pay pursuant to the terms of such Target Contracts had the transactions contemplated by this Agreement not occurred.

No Conflict. Other than Subject to the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAcquiror Shareholder Approval, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Acquiror, Merger Sub, Blocker Sub and the consummation by Premier of Blocker Merger Subs and the transactions other documents contemplated hereby by Acquiror, Merger Sub, Blocker Sub and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Blocker Merger Subs and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby do not and will not (a) violate or conflict with any provision of, or result in the execution and delivery breach of this Purchase Agreement or default under the Registration Rights Agreement by Premier nor the consummation by Premier Governing Documents of the transactions contemplated hereby Acquiror, Merger Sub, Blocker Sub or thereby, nor compliance by Premier with any of the provisions hereof Blocker Merger Subs, (b) violate or thereof conflict with any provision of, or result in the breach of, or default under any applicable Law or Governmental Order applicable to Acquiror, Merger Sub, Blocker Sub or any of the Blocker Merger Subs, (ic) conflicts violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or results in any breach without due notice or lapse of the Articles of Incorporation time or bylaws of Premier, (iiboth) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under (or gives give rise to any right of termination, cancellation or acceleration of acceleration) under any right or obligation of Premier Contract to which Acquiror, Merger Sub, Blocker Sub or any of its Subsidiaries the Blocker Merger Subs is a party or to a loss of any benefit to by which Premier Acquiror, Merger Sub, Blocker Sub or any of its Subsidiaries is entitled under any provision the Blocker Merger Subs may be bound, or terminate or result in the termination of any agreementsuch Contract or (d) result in the creation of any Lien upon any of the properties or assets of Acquiror, contract or other instrument binding on Premier Merger Sub, Blocker Sub or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Blocker Merger Subs, except, in the case of clauses (iib) and through (iiid), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss to the extent that the occurrence of the foregoing would not have (i) have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier the ability of Acquiror, Merger Sub, Blocker Sub or any of its Subsidiaries taken as a wholethe Blocker Merger Subs to enter into and perform their obligations under this Agreement or (ii) be material to Acquiror.

No Conflict. Other than Neither the filing Company nor any of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under its Subsidiaries is in violation of any provisions of its Articles of Incorporation, Bylaws or any other governing document. Neither the Exchange Act, Company nor any of its Subsidiaries is in violation of or in default (and no filing withevent has occurred which, and no permitwith notice or lapse of time or both, authorizationwould constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, consent or approval of, in violation of any provision of any Governmental Authority is necessary for Requirement applicable to the execution Company or any of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyits Subsidiaries, except for such filings the failure of which to be made, individually any violation or in the aggregate, could default that has not had or would not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its Subsidiaries, taken as a whole, or to prevent or materially delay obligations under the Articles of Amendment and (iii) consummation of the transactions contemplated hereby and thereby. Neither thereby (including without limitation, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier issuance of the transactions contemplated hereby Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation of any provisions of the Company's or thereby, nor compliance by Premier with any of the provisions hereof its Subsidiary's Certificate or thereof (i) conflicts with or results in any breach of the Articles of Incorporation Incorporation, Bylaws or bylaws any other governing document or in a default under any provision of Premierany instrument or contract to which it is a party or by which it or any of its Property is bound, (ii) contravenes, conflicts with or would constitute a in violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise Governmental Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Company or any of its Subsidiaries or to be in conflict with or constitute, with or without the passage of time and giving of notice, either a loss default under any such provision, instrument or contract or an event which results in the creation of any benefit to which Premier Lien upon any assets of the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or the triggering of any licensepreemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, franchise, or any other rights that would allow or permit the holders of the Company's securities or other similar authorization held by Premier Persons to purchase shares of Common Stock or any other securities of its Subsidiaries, except, in the case of clauses Company (ii) and (iiiwhether pursuant to a shareholder rights plan provision or otherwise), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than (a) Except as set forth in Section 3.5(a) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAmeritrade Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Ameritrade and Datek of this Purchase Agreement or and the Registration Rights Agreement execution and delivery by Premier Ameritrade and the applicable Subsidiaries of Ameritrade of each of the Transaction Agreements to which it will be a party do not, and the consummation by Premier Ameritrade, Datek and/or each such Subsidiary of Ameritrade of the transactions contemplated hereby and therebythereby will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof constitute a default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation of Premier or any of its Subsidiaries or to a the loss of a material benefit under, or the creation of any benefit to which Premier Encumbrance on any assets of Ameritrade Canada (any such conflict, violation, default, right of termination, cancellation or any of its Subsidiaries is entitled under acceleration, loss or creation, a “Violation”) pursuant to, (i) any provision of the charter, articles of incorporation or by-laws or comparable organizational documents of Ameritrade, Datek or Ameritrade Canada, (ii) except as to which requisite waivers or consents have been obtained, and except for the consents and approvals required under the agreements and instruments listed in Section 3.5(a) of the Ameritrade Disclosure Schedule, any loan or credit agreement, contract note, mortgage, indenture, lease or other agreement, obligation or instrument binding on Premier to which Ameritrade Canada is a party or by which its properties or assets may be bound, or (iii) any of its Subsidiaries or any licenselaw, permit, concession, franchise, permit licence, judgment, order, decree, statute, ordinance, rule or regulation applicable to Ameritrade Canada or its properties or assets, assuming the consents, approvals, authorizations or permits and filings or notifications set forth in Section 3.5(a) of the Ameritrade Disclosure Schedule and Section 3.5(b) are duly and timely obtained or made; other similar authorization held by Premier or any of its Subsidiaries, exceptthan a Violation, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that which would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade Canada. Section 3.5(a) of the Ameritrade Disclosure Schedule lists all loan or credit agreements, notes, mortgages, indentures, leases or other agreements, obligations or instruments (other than the contracts and other agreements set forth in Section 3.7(a) of the Ameritrade Disclosure Schedule) to which Ameritrade Canada is a party, or by which any of its properties or assets may be bound, which require the consent, waiver or approval of a party thereto (other than Ameritrade Canada) in connection with the execution and delivery by Ameritrade or Datek of this Agreement or the Transaction Agreements and the consummation by them of the transactions contemplated hereby and thereby, if the failure to obtain such consent, waiver or approval would be material adverse effect on Premier to Ameritrade Canada. (b) Except as set forth in Section 3.5(b) of the Ameritrade Disclosure Schedule, no consent, approval, order or authorization of, notice to, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any industry self-regulatory organization (a “Governmental Authority”) or with any Person other than a Governmental Authority (a “Third Party Approval”), is required by or with respect to Ameritrade, Datek or Ameritrade Canada in connection with the execution and delivery by Ameritrade and Datek of this Agreement or any of its Subsidiaries taken as the Transaction Agreements, or the consummation by Ameritrade and Datek of the transactions contemplated hereby and thereby, except for (i) a wholepre-merger notification pursuant to the Competition Act (Canada) and expiration of the applicable waiting periods thereunder and a request for an advance ruling certificate under Section 102 of the Competition Act (Canada) (an “ARC”) or for a no action letter indicating that the Commissioner of Competition (Canada) will not challenge the Share Purchase (a “No Action Letter”), (ii) notices with and approvals from the Canadian securities regulatory authorities and the Investment Dealers Association of Canada (the “I▇▇”) and the other industry self-regulatory agencies listed in Section 3.5(b) of the Ameritrade Disclosure Schedule, and (iii) such other approvals, consents and orders of, and filings, notices and registrations with, Governmental Authorities and Third Party Approvals the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade Canada.