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 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 Assuming all consents, approvals, ----------- authorizations and an amendment ----------- to Premier's report other actions described in Section 5.7 have been obtained and all filings and notifications listed on Schedule 13D under 5.7 have been made and except ------------ as described on Schedule 5.6, the Exchange Actexecution, 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 by Premier Buyer, the execution, delivery and performance by each Subsidiary of the Ancillary Documents to which it is a party, and the consummation by Premier them of the transactions contemplated hereby and therebythereby do not and will not (a) violate or conflict with the Organic Documents of Buyer or any Subsidiary, except for such filings subject to Charter Amendment Approval as it pertains to Buyer's ability to permit 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 full conversion 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 therebyPreferred Shares into Preferred Conversion Shares, nor compliance by Premier with any of the provisions hereof or thereof (ib) 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 any law, regulation, judgment, injunction, order or decree binding upon Premierof, or constitute (iiiwith or without the giving of notice or the passage of time or both) constitutes a default under under, or gives give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation cancellation, or acceleration of under, or require any right consent, approval, authorization or waiver of, or notice to, any party to, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation of Premier to which Buyer or any Subsidiary is a party or by which Buyer or any Subsidiary or any of its Subsidiaries their respective properties may be bound or to a loss any Permit held by Buyer or any Subsidiary, (iii) result in the creation or imposition of any benefit to which Premier Lien upon the properties of Buyer or any of its Subsidiaries is entitled under Subsidiary (other than as provided in the Senior Credit Facility) or (iv) violate any provision of any agreement, contract or other instrument Applicable Law binding on Premier upon Buyer 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 wholeSubsidiary.

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 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 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 (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 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 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. 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 (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 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 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 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 than This Agreement, the filing of Constituent Documents to which HEP is a Form 4 party and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution and delivery hereof and thereof by HEP do not, and no filing with, the fulfillment and no permit, authorization, consent or approval of, any Governmental Authority is necessary for compliance with the execution of this Purchase Agreement or the Registration Rights Agreement by Premier terms and conditions hereof and the consummation by Premier of the transactions contemplated hereby and therebywill not: (a) conflict with or violate any of, or require the consent of any person or entity under, the terms, conditions or provisions of the limited partnership agreement or limited liability company agreement of HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries; (b) conflict with or violate any provision of, or require any consent, authorization or approval under, any law, statute, ordinance, rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries, except for such the consents or filings (i) required by the failure ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or (ii) that have already been received, as set forth in Schedule 3.6(b); and (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any remedies or any rights of termination or cancellation or the loss of benefits or change in the rights or obligations of any party, or require any consent, authorization or approval under any indenture, mortgage or Lien, or, any contract (written or oral), plan, undertaking, instrument, commitment, agreement, arrangement or other legally binding instrument or contractual obligation (collectively, “Contracts”) or any license, permit, certificate, franchise, consent, approval, registration or authorization (collectively, “Permits”) to which HEP is a party or by which it is bound or to be madewhich any property of HEP is subject, except for those which would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect; (d) conflict with, and its Subsidiariesresult in a breach of, 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 (whether with notice or gives rise to the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any right remedies or any rights of termination, termination or cancellation or acceleration the loss of benefits or change in the rights or obligations of any right party, or obligation of Premier require any consent, authorization or approval under any material Contracts or any material Permits to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party or by which any of its Subsidiaries them is bound or to a loss which any property of the ▇▇▇▇▇▇ LLCs or the Subsidiaries is subject; or (e) result in the creation of any benefit to which Premier Lien on the Interests, the partnership interests of the Subsidiaries, or any of its Subsidiaries is entitled under any provision of any agreementassets, contract rights or other instrument binding on Premier properties of the ▇▇▇▇▇▇ LLCs or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the 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 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 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 (a) The execution and delivery by Parent, Buyer of this Agreement and the filing of Ancillary Agreements to which it is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withthe execution and delivery by Acquisition Corporation of this Agreement and the Ancillary Agreements to which it is a party, does not, and no permitthe performance by Parent, authorization, consent or approval of, any Governmental Authority is necessary for the execution Buyer and Acquisition Corporation of this Purchase Agreement or the Registration Rights Agreement by Premier their respective obligations hereunder and the consummation by Premier of the transactions contemplated hereby thereunder 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 hereunder and thereby. Neither thereunder (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with the provisions of any of the Organizational Documents of Parent, Buyer or Acquisition Corporation or (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a loss of any rights or except as contemplated by Section 4.3(b), require a Consent or the delivery of notice, under any Contract, Legal Requirement or Permit applicable to Parent, Buyer or Acquisition Corporation or to which Parent, Buyer or Acquisition Corporation is a party or a beneficiary or by which Parent, Buyer or Acquisition Corporation or their respective assets are subject, except in the case of clause (ii) where such violation, conflict, breach, default, event or other item would not materially impair or delay the ability of Parent, Buyer or Acquisition Corporation to perform their respective obligations under this Agreement and the Ancillary Agreements to which each is a party and except in the case of Acquisition Corporation, the Consent of its sole stockholder. (b) Except as otherwise required under the HSR Act, no Permit or Order of, with, or to any Person is required by Buyer or Acquisition Corporation in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor Ancillary Agreements to which each is a party, the performance of the obligations hereunder and thereunder and the consummation by Premier of the transactions contemplated hereby hereunder or therebythereunder, nor compliance by Premier with any except where the failure to obtain such Permit or Order would not materially impair or delay the ability of Buyer or Acquisition Corporation to perform its obligations under this Agreement and 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 Ancillary Agreements to which Premier or any of its Subsidiaries it 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 wholeparty.

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 (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 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 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 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 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 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 (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 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 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 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 Assuming that the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActConsents described in Section 5.7 are obtained, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by the Debtors and, to the extent relevant, their respective Subsidiaries of this Purchase Agreement or Agreement, the Registration Rights Agreement Plan and the other Transaction Agreements, the compliance by Premier the Debtors and, to the extent relevant, their respective Subsidiaries with all of the provisions hereof and thereof and the consummation by Premier of the transactions contemplated hereby herein and therebytherein (including compliance by each Investor with its obligations hereunder and thereunder) (a) will not conflict with, or result in a breach, modification 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 such filings to the failure extent specified in the Attached Plan, in the acceleration of, or the creation or imposition of which any Lien under, or cause any payment or consent to be maderequired under, any Material Contract, (b) will not require any Consent of or notice to any Person under any Material Contract of the Debtors or any of their respective Subsidiaries (c) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of the Debtors or any of their respective Subsidiaries or the Certificate of Incorporation or Bylaws, (d) will not result in any material violation of any Law or Order applicable to the any Debtor or any of its Subsidiaries or any of its or their properties and (e) will not result in any default under (with or without notice or lapse of time, or both), non-compliance, suspension revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to its operations or any of its properties, except in any such case described in clauses (a) and (b) for any conflict, breach, violation, default, acceleration or Lien which has not, and would not reasonably be expected to, individually or in the aggregate, could not reasonably be expected (i) prohibit, materially delay or materially adversely impact the Debtors’ or any of their respective Subsidiaries’ ability to have perform its respective obligations under, or to consummate the transaction contemplated by, this Agreement, the Plan and the other Transaction Agreements to which it is a material adverse effect on Premier, party and its (ii) adversely impact the ability of the Debtors and the respective Subsidiaries, taken as a whole, to conduct their respective businesses or otherwise result in a material liability to prevent or materially delay the consummation of the transactions contemplated hereby Debtors 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 their 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 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 ‌ 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 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 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 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 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 Except as set forth on Schedule 13D under 3.3 of the Exchange ActSeller Disclosure Schedules, the execution and delivery of this Agreement and the other Transaction Documents by Seller do not, and no filing with, the performance by Seller of its obligations hereunder 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 thereunder and the consummation by Premier Seller of the transactions contemplated hereby and thereby, except for such thereby (including the Acquisition) will not: (a) conflict with or violate any provision of the Certificate of Incorporation of Seller; (b) assuming that all filings the failure of which to be and notifications described in Section 3.4 have been made, individually conflict with or violate any Law or Order applicable to Seller or by which any of the Purchased Assets or Seller is bound or affected; (c) contravene, conflict with or result in any breach of or result in a default (or an event which with the aggregate, could not giving of notice or lapse of time or both would reasonably be expected to have become a material adverse effect on Premier, and its Subsidiaries, taken as a wholedefault) under, or give 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 others any right of termination, amendment, acceleration or cancellation or acceleration modification of, or result in the creation of an Encumbrance on any of the Purchased Assets or Transferred Agreements; or (d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority or Regulatory Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any filing, permit, authorization, consent, approval, right or obligation of Premier Order that is to be included in the Purchased Assets 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 the Seller or any relates to the Purchased Assets; except where such violations, breaches, conflicts, defaults, accelerations, failures to give notice or occurrences of its Subsidiaries, exceptsuch other events described in clauses (a) through (d) of this Section 3.3 would not, in the case of clauses (ii) and (iii)aggregate, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not 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 (a) Except as set forth on Section 2.5(a) of the filing Disclosure Schedule, the execution and delivery by the Company of a Form 4 this Agreement and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActCertificate of 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 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 , will not conflict with or result in any violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of termination, nor compliance by Premier with cancellation, modification or acceleration of any obligation or loss of the provisions hereof any right or thereof benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles of Incorporation or bylaws of PremierCharter Documents, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierMaterial Contract (as defined in Section 2.15 hereof), or (iii) constitutes a default under or gives rise any Law applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Company or any of its Subsidiaries properties (whether tangible or to intangible) or assets. (b) Section 2.5(b) of the Disclosure Schedule sets forth a loss list of any benefit Material Contracts pursuant to which Premier consents, waivers and approvals of parties are required thereunder in connection with the Merger, 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 contraventionMaterial 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, defaultthe Company under such Material Contracts from and after the Effective Time; provided, terminationhowever, cancellationthat the foregoing representation shall not be deemed breached as a result of the operation of provisions contained in any agreement to which Parent is a party other than this Agreement. Except as set forth in Section 2.5(b) of the Disclosure Schedule, acceleration or loss that would not have a material adverse effect on Premier or any following the Effective Time, the Surviving Corporation will be permitted to exercise all of its Subsidiaries taken rights under the Material Contracts 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 Material Contracts had the transactions contemplated by this Agreement not occurred; provided, however, that the foregoing representation shall not be deemed breached as a wholeresult of the operation of provisions contained in any agreement to which Parent is a party other than this Agreement. As of the date hereof, no other parties to any Material Contract listed on Section 2.5(b) of the Disclosure Schedule, conditioned its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Material Contract listed on Section 2.5(b) of the Disclosure Schedule.

No Conflict. Other than Subject to the filing approval of a Form 4 the Bankruptcy Court and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actentry of the Sale Order, and no filing withassuming that all consents, approvals, authorizations and other actions described in Section 3.3 have been obtained, all filings and notifications listed in Section 3.3 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 3.2 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, require any consent under, or gives rise give to others any right rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage 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 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 other similar authorization held by Premier or Lien on any of its Subsidiariesthe Purchased Assets, except to the extent that any such rights of termination, amendment, acceleration, suspension, revocation or cancellation and such Liens are cured, remedied or otherwise accounted for in the Sale Order 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 Material Adverse Effect or reasonably be expected to result in the imposition of any Lien against any of its Subsidiaries taken as a wholethe Purchased Assets.

No Conflict. Other than The execution, delivery and performance by such Standby Purchaser of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAncillary Agreements 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 thereby and compliance with the execution and delivery provisions of this Purchase Agreement and the Ancillary Agreements will not, conflict with, 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 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 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 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 Lien upon any of its Subsidiaries or to a loss the assets of any benefit to which Premier or any of its Subsidiaries is entitled such Standby Purchaser under any provision of (i) the certificate of incorporation or by-laws or any agreementother relevant organizational documents of such Standby Purchaser, contract (ii) any material Contract to which such Standby Purchaser is a party or other instrument binding on Premier or by which any of its Subsidiaries assets are bound or (iii) any licenseLaw, franchisejudgment, permit order or decree of any Governmental Entity, in each case applicable to such Standby Purchaser or its assets, other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and or (iii), for any such contraventionconflicts, conflictDefaults, violationrights, defaultlosses, termination, cancellation, acceleration amendments or loss Liens that would not have a reasonably be expected to materially impair or delay the ability of such Standby Purchaser to perform its obligations under this Agreement or the Ancillary Agreements or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material adverse effect permit, Approval of or registration or filing with, or notice to, any Governmental Entity, including under the HSR Act, is required to be obtained or made by or with respect to such Standby Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements by such Standby Purchaser or the consummation by such Standby Purchaser of the transactions contemplated by this Agreement or the Ancillary Agreements, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of The NASDAQ Stock Market as described on Premier or any of its Subsidiaries taken as a wholeSchedule 4.2(b).

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 (a) Except as set forth in SCHEDULE 6.6(A) of the transactions contemplated hereby and therebyTPG 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 neither the execution and delivery by TPG of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier TPG of the transactions contemplated hereby Transactions in accordance with the terms hereof, will: (i) violate any provisions of the certificate of incorporation or therebybylaws of TPG; (ii) violate any provision of, nor compliance by Premier 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 accelerate the performance required by, or result in the creation of any Lien upon any of the provisions hereof properties of TPG or thereof (i) conflicts with its Subsidiaries under, or results result in being declared void, voidable, or without further binding effect, any breach of the Articles terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of Incorporation trust, license, franchise, permit, lease, contract, agreement or bylaws other instrument or obligation to which TPG or any of Premierits Subsidiaries is a party, or by which TPG or any of its Subsidiaries or any of their properties is bound or affected; or (iiiii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree Law 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 TPG 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 Material Adverse Effect. (b) Neither the execution and delivery by TPG of this Agreement nor the consummation by TPG of the Transactions 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 (i) such filings, consents and approvals that are obtained before the Closing and (ii) filings required under the HSR Act, the Exchange Act, the Securities Act or applicable state securities and "Blue Sky" laws, 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 wholeMaterial Adverse Effect.

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 5.4, neither the Exchange Actexecution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, and no filing withdirectly or indirectly (with or without notice or lapse of time): (a) contravene, and no permitconflict with or result in a violation of any provision of the articles of incorporation or charter (or similar organizational documents) or bylaws, authorizationeach as in effect on the date hereof, consent or approval any currently effective resolution adopted by the board of directors or shareholders of, ISBF or any Governmental ISBF Subsidiary; (b) contravene, conflict with or result in a violation of, or give any Regulatory Authority is necessary for or other Person the execution of this Purchase Agreement or the Registration Rights Agreement by Premier valid and the consummation by Premier enforceable right to challenge any of the transactions contemplated hereby and therebyContemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which ISBF or any ISBF Subsidiary, or any of their respective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the regulatory approvals necessitated by the Contemplated Transactions, including any such filings approvals under the failure of which to be madeFDI Act, individually or in the aggregateBHCA, could not reasonably be expected to have a material adverse effect on Premierthe IBCA, and its Subsidiariesthe Iowa Statutes, taken as including the Iowa Banking Act; (c) contravene, conflict with or result in a wholeviolation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to prevent accelerate the maturity or materially delay performance of, or to cancel, terminate or modify any material Contract to which ISBF or any ISBF Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the consummation creation of any material lien, charge or encumbrance upon or with respect to any of the transactions contemplated hereby assets owned or used by ISBF or any ISBF Subsidiary. Except for the approvals referred to on Schedule 5.4 or in Section 8.1 and thereby. Neither the requisite approval of its shareholders, neither ISBF nor any ISBF Subsidiary is or will be required to give any notice to or obtain any consent 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 or performance 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 wholeContemplated Transactions.

No Conflict. Other than the filing of a Form 4 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 by Seller of this Purchase Agreement or the Registration Rights and any Related Agreement by Premier to which any Seller Party is a party, and the consummation by Premier of the Asset Purchase and the other transactions contemplated hereby and thereby, except for such filings the failure will not (A) result in any breach or default under (with or without notice or lapse 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 wholetime, or both), or give rise to prevent a right of termination, cancellation, modification or materially delay the consummation acceleration of the transactions contemplated hereby and thereby. Neither the execution and delivery any obligation or loss of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier any benefit under (any such event, a “Conflict”), (i) 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 of Incorporation or bylaws of PremierCharter Documents, (ii) contravenesany mortgage, conflicts with indenture, lease, contract, covenant, understanding, power of attorney or would constitute other agreement, instrument or commitment, permit, concession, non-disclosure agreement, franchise or license (each a violation of any provision of any law, regulation, judgment, injunction, order or decree “Contract” and collectively the “Contracts”) binding upon Premierthe Seller Parties or any of their assets (whether tangible or intangible) or properties (including the Business), or (iii) constitutes a default under any Law or gives rise Order applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Seller Parties or any of its Subsidiaries their respective properties (whether tangible or to a loss of any benefit to which Premier intangible) or any of its Subsidiaries is entitled under any provision of any agreementassets (including the Business), 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 cases of clauses (ii) and (iii), as would not adversely affect the ability of the Seller Parties to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement or otherwise have a Material Adverse Effect or (B) result in the imposition of any Lien (other than Permitted Liens) upon any of the Purchased Assets. Section 2.4 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to this Agreement, any Related Agreement and any Assumed Contracts as are required thereunder in connection with the Asset Purchase, or 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 Buyer Parties under such Assumed Contracts from and after the Closing. Following the Closing, defaultBuyer Parties will be permitted to exercise all of Seller Parties’ rights and receive all of Seller Parties’ benefits (including payments) under the Assumed Contracts to the same extent that the Seller Parties would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, termination, cancellation, acceleration royalties or loss that payments which the Seller Parties would otherwise have been required to pay pursuant to the terms of such Assumed Contracts had the transactions contemplated by this Agreement not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeoccurred.

No Conflict. Other than The execution, delivery and performance by 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 Seller of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements to which the Seller is a party, and the consummation by Premier the Seller 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 Seller is subject, (x) violate any order, judgment or decree applicable to the Seller, (y) violate any provision of the articles of incorporation, bylaws or other governance documents of the Seller or (z) 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 indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease, or other agreement, instrument or commitment to which the Seller is a party or by which the Seller 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 materially hinder or impair the ability of the Seller to have a material adverse effect on Premier, and perform its Subsidiaries, taken as a whole, obligations hereunder or to prevent or materially delay the consummation of consummate 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 wholehereby.

No Conflict. Other than (a) Except for the applicable requirements of the HSR Act and the filing of a Form 4 the Texas Articles of Merger and an amendment ----------- to Premier's report the Delaware Certificate of Merger or as set forth on Schedule 13D under Section 4.3 of the Exchange ActPurchaser Disclosure Schedule, 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 Agreement by Premier Purchaser and Merger Sub nor the consummation or performance by Premier Purchaser and Merger Sub of any of the transactions contemplated hereby and therebywill, except for such filings 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 failure organizational documents of Purchaser or Merger Sub, (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which Purchaser or Merger Sub is subject, (iii) breach any provision of, give any Person the right to be madedeclare a default or exercise any remedy under, individually accelerate the maturity or performance of or payment under, or cancel, terminate, or modify any, material contract or agreement of Purchaser or Merger Sub, or (iv) result in the aggregatecreation or imposition of any Encumbrance upon any of the assets of Purchaser or Merger Sub. (b) Except for the applicable requirements of the HSR Act, could not reasonably the filing of the Texas Articles of Merger and the Delaware Certificate of Merger or as set forth on Section 4.3 of the Purchaser Disclosure Schedule, neither Purchaser nor Merger Sub is or will be expected required to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholegive any notice to or obtain any consent or approval from (i) any Governmental Authority, or (ii) any party to prevent any material contract or materially delay agreement of Purchaser or Merger Sub in connection with the execution and delivery of this Agreement or 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 wholehereby.

No Conflict. Other than (a) Except as set forth on Section 4.5(a) of the filing Seller Disclosure Letter and as may result from any facts or circumstances relating solely to Buyer or any of a Form 4 its Affiliates, 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 and the Registration Rights Agreement Ancillary Documents by Premier each Seller does not, and the consummation by Premier each Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could Transactions will 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 contravene or results in violate any breach provision of the Articles any Organizational Documents of Incorporation or bylaws of Premiereach Seller, (ii) contravenes, conflicts with violate any Law or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierOrder to which each Seller is subject, or (iii) constitutes result in a breach of or constitute a default under (with or gives without due notice or lapse of time or both), give rise to any right of terminationtermination cancellation, cancellation modification or acceleration under, or require the consent of or notice to any right or obligation of Premier or third party to, any of its Subsidiaries or to a loss of any benefit Contract to which Premier or any of its Subsidiaries each Seller 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 Subsidiariesparty, except, in the case of each of clauses (ii) and (iii), for as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Sellers. (b) Assuming the truth and completeness of the representations and warranties of Buyer contained in this Agreement, with respect to each Seller, except as set forth on Section 4.5(b) of the Seller Disclosure Letter, neither the execution and delivery of this Agreement and the Ancillary Documents nor the consummation of the Transactions will require any filing with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity, other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any other applicable Antitrust Laws and (iii) any such contraventionaction, conflictfiling, violationconsent, defaultwaiver, terminationapproval, cancellationlicense, acceleration authorization or loss that permit as to which the failure to make or obtain would not have a reasonably be expected, individually or in the aggregate, to be material adverse effect on Premier to the Acquired Companies and as would not prevent or materially delay, or would not reasonably be expected to prevent or materially delay, the Transactions or the transactions contemplated by any Ancillary Document to which each Seller or any of its Subsidiaries taken as Affiliates is a wholeparty.

No Conflict. Other than (a) The execution and delivery of this Agreement ----------- and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActOption 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 by this Agreement and thereby. Neither the execution Option Agreement and delivery compliance with the provisions of this Purchase Agreement and the Option Agreement will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby result in any violation of, 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 loss of Premier a benefit under, or result in the creation of any Lien upon any of the properties or assets of Lucent or Acquisition or any of Lucent's other Subsidiaries under, (i) the certificate of incorporation or by-laws of Lucent or Acquisition, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Lucent or Acquisition or any of Lucent's other Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 3.4(b), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lucent or any of its Subsidiaries or to a loss of any benefit to which Premier their respective properties or any of its Subsidiaries is entitled under any provision of any agreementassets, 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 (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, termination, cancellation, acceleration losses or loss Liens that would individually or in the aggregate could not reasonably be expected to have a material adverse effect Material Adverse Effect. (b) No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Lucent or Acquisition in connection with the execution and delivery of this Agreement by Lucent and Acquisition or the execution and delivery of the Option Agreement by Lucent or the consummation by Lucent and Acquisition of the transactions contemplated by this Agreement or the consummation by Lucent of the transactions contemplated by the Option Agreement, except for (i) the filing of a premerger notification and report form by Lucent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the SEC of (A) the Lucent Registration Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the Option Agreement and the transactions contemplated by this Agreement and the Option Agreement; (iii) 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 other states in which Lucent is qualified to do business; (iv) such filings with and approvals of the NYSE to permit the shares of Lucent Common Stock that are to be issued in the Merger to be listed on Premier the NYSE; (v) filings with Governmental Entities to satisfy the applicable requirements of state securities or any "blue sky" laws and (vi) such consents, approvals, orders or authorizations the failure of its Subsidiaries taken as which to be made or obtained individually or in the aggregate could not reasonably be expected to have a wholeMaterial 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 of (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the Securities and Exchange Commission (“SEC”), (y) the filing of the Certificate of Merger with the Secretary of State of the State of New York 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 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 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 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 (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 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing withperformance by Telzuit ------------ Inc., Telzuit LLC and the Founders of this Agreement or any Transaction Document to which it is a party, and no permitin each case, 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 (i) conflicts with violate the articles of incorporation or results in any breach by-laws of the Articles of Incorporation or bylaws of PremierTelzuit Inc., (ii) contravenesviolate the articles of organization or operating agreement of Telzuit LLC, conflicts with (iii) violate any order, judgment, or would constitute decree of any court or other governmental agency binding on Telzuit Inc. or Telzuit LLC or any Assets of Telzuit Inc. or Telzuit LLC except for violations which, individually or in the aggregate, reasonably could not be expected to have a violation of Material Adverse Effect, (iv) violate any provision of law or statute applicable to Telzuit Inc. or Telzuit LLC except for violations which, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect, (v) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any lawContractual Obligation of Telzuit Inc. or Telzuit LLC or pursuant to which any of its Assets are bound, regulationother than conflicts, judgmentbreaches, injunctionand defaults as to which waivers have been obtained on or prior to the Closing Date or as to which there is no Material Adverse Effect, order (vi) result in or decree binding require the creation or imposition of any Lien (other than Permitted Encumbrances) upon Premierany of Telzuit Inc.'s Assets or Telzuit LLC's Assets, except as contemplated herein, or (iiivii) constitutes a default under require any approval or gives rise to any right of termination, cancellation or acceleration consent 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 Person under any provision Contractual Obligation of any agreementTelzuit Inc. or Telzuit LLC, contract except for such approvals or other instrument binding consents as have been or will be obtained on Premier or any of its Subsidiaries before the Closing Date or any licensewhich, 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 if not obtained will not have 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 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. Neither the execution and delivery , will not conflict with or result in any violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of termination, nor compliance by Premier with cancellation, modification or acceleration of any obligation or loss of the provisions hereof or thereof any benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles Charter Documents or the organizational documents of Incorporation or bylaws of Premierits Subsidiary, as amended, (ii) contravenesany mortgage, conflicts with indenture, lease, contract, covenant, plan, insurance policy or would constitute other agreement, instrument or commitment, concession, franchise or license (each a violation “Contract” and collectively the “Contracts”) to which the Company or its Subsidiary is a party or by which any of any provision of any law, regulation, judgment, injunction, order its properties or decree binding upon Premierassets (whether tangible or intangible) are bound, or (iii) constitutes a default under any judgment, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation the Company or acceleration of any right or obligation of Premier its Subsidiary or any of its Subsidiaries their respective properties or assets (whether tangible or intangible). Section 2.5 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to a loss of any benefit to which Premier Contracts as are required thereunder in connection with the Merger, 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 contraventionContract 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, defaultthe Company and its Subsidiary, terminationas the case may be, cancellationunder such Contracts from and after the Closing. Following the Closing and pursuant to the terms of those Contracts to which the Company is a party as of the Closing, acceleration or loss that would not have a material adverse effect on Premier or any the Company will be permitted to exercise all of its Subsidiaries taken rights under such Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or its Subsidiary, as a wholethe case may be, 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 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.

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 Certificate 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 Certificate of Designation 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 of Incorporation, Bylaws or thereof (i) conflicts with any other governing document or results in a default under any breach provision of the Articles any instrument or contract to which it is a party or by which it or any of Incorporation its Property is bound, or bylaws of Premier, (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 Except for the filing requirements of a Form 4 the HSR Act and an amendment ----------- any Antitrust Laws of jurisdictions outside the United States of America (if and to Premier's report on Schedule 13D under the Exchange Actextent any of the foregoing laws may apply), and no other than as set forth in Schedule 3.4 of the Seller Disclosure Schedule, the execution, delivery and performance by each member of the Seller Group of the Transaction Agreements to which it is party and/or the consummation by each such member of the Seller Group of the Contemplated Transactions, as applicable, do not and will not, as applicable, (a) conflict with or violate any provision of the Seller’s certificate of incorporation or bylaws (or the equivalent organizational documents of the applicable member of the Seller Group), each as amended to date, (b) require any member of the Seller Group to make any filing with, and no permit, authorizationor obtain any material Permit, 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, Entity (except for such filings where the failure of which to be madeobtain such Permit, individually consent or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeapproval, or to make such filing, would not prevent or materially delay the consummation by the Seller Group of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Contemplated Transactions, or the Registration Rights Agreement performance by Premier nor the consummation by Premier Seller Group of the transactions contemplated hereby or thereby, nor compliance by Premier with any of its material obligations under the provisions hereof Transaction Agreements, or thereof as may be necessary as a result of any facts or circumstances relating to the Purchaser or its Affiliates), (ic) conflicts result in a breach or default under, create in any Person the right to accelerate, terminate, modify or cancel, or require any prior notice to, or consent or waiver under, any Material Contract, in any case with or results in any breach without due notice or lapse of the Articles of Incorporation time or bylaws of Premierboth, (iid) contravenes, conflicts with or would constitute a violation result in the imposition of any provision Encumbrance upon the Acquired Company Shares or any other material Acquired Asset, (e) violate any material law, order, writ, injunction or decree applicable to the Seller Group (to the extent it relates exclusively to the Business), the Business, any Acquired Company or any other Acquired Asset, (f) enable any source code for any software or documentation related thereto to be released or removed from escrow pursuant to the terms of any law, regulation, judgment, injunction, order or decree binding upon PremierMaterial Contract, or (iiig) constitutes a default under or gives rise cause any Intellectual Property owned by the Seller Group members as of the date of this Agreement that is material to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or the Business to be assigned 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 wholethird Person.

No Conflict. Other than Subject to the filing entry of a Form 4 the Confirmation Order, the execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under performance by the Exchange ActCompany of this Agreement and the Ancillary Agreements 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 thereby and compliance with the execution and delivery provisions of this Purchase Agreement and the Ancillary Agreements will not, conflict with, 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 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 any law, regulation, judgment, injunction, order or decree binding upon PremierDefault under, or (iii) constitutes a default under or gives give rise to any an increase in, or right of termination, cancellation or acceleration of, any obligation or to the loss of a benefit under, or result in the suspension, revocation, impairment, forfeiture or amendment of any right term or obligation provision of Premier or the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier of the Debtors under, or require any of its Subsidiaries is entitled under consent or waiver under, any provision of any agreement, contract (i) the certificate of incorporation or other instrument binding on Premier by-laws (or comparable organizational documents) of any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, the Debtors (in the case of the Company, including after the effectiveness of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws), (ii) any material Contract to which any of the Debtors or any of their respective subsidiaries is a party or by which any of its assets are bound, or (iii) any Law, judgment, order or decree of any Governmental Entity, other than with respect to clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that to the extent it would not have and would not reasonably be expected to have a material adverse effect on Premier Material Adverse Effect. Subject to the entry of the Confirmation Order and as may be required by the HSR Act, no permit, no Approval of, or registration, qualification, or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Debtors in connection with the execution, delivery and performance of this Agreement or any of its Subsidiaries taken as a wholethe Ancillary Agreements by the Company or the consummation by the Company of the transactions contemplated by this Agreement or the Ancillary Agreements, including the issuance of the New Common Stock.

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 under the Exchange Act3.5(a), 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 and the Registration Rights Agreement Related Agreements by Premier nor Seller do not, and in the case of the Related Agreements, will not, and the consummation and performance by Premier Seller of this Agreement, the transactions Related Agreements and any other transaction contemplated hereby will not, (i) conflict with or therebyviolate the Organizational Documents of Seller, nor compliance by Premier (ii) conflict with or violate any foreign, federal, state or local law, statute, treaty, ordinance, rule, regulation, order, writ, injunction, decree or judgement (any of the provisions hereof foregoing referred to as a "LAW", collectively, "LAWS") applicable to Seller or thereof by which any of its properties or assets is bound or affected, (iiii) 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 that with notice or lapse of any provision of any law, regulation, judgment, injunction, order time or decree binding upon Premierboth would become a default) under, or (iii) constitutes a default under or gives rise give to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any right Encumbrance on any of the properties or assets of Seller, in each case pursuant to any note, bond, mortgage, indenture, contract, agreement (including, without limitation, any Contract), lease, license, permit, franchise or other instrument or obligation of Premier to which Seller is a party or by which Seller or any of its Subsidiaries properties or to a loss assets is bound or affected. (b) Except as set forth on Schedule 3.5(b), assuming the accuracy of the Purchaser's representations and warranties as contained in this Agreement, the execution and delivery of this Agreement and the Related Agreements by Seller do not and will not, and the consummation and performance by Seller of this Agreement, the Related Agreements and any benefit to which Premier other transaction contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, (i) any of its Subsidiaries is entitled under any provision of any agreement, contract Governmental Authority 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)any third person, for other than any such contraventionconsents, conflictapprovals, violation, default, termination, cancellation, acceleration authorizations or loss permits that would not have a material adverse effect on Premier been obtained or any of its Subsidiaries taken as a wholesuch filings or notifications that have been made.

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 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 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 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 execution and delivery by such Seller of this Agreement and each of the filing of Related Agreements to which it is to be a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withsuch Seller’s compliance with the terms and conditions hereof and thereof, 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 such Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with, or require the consent of any Person that has not been obtained under such Seller’s Organizational Documents, (ii) subject to entry of the Sale Order and obtaining the authorizations referred to in Section 5.1(d) of the Seller Disclosure Schedules and excluding any Antitrust Law, violate or breach in any material respect any provision of, or require any consent, authorization, or approval under, any Law or Order applicable to such Seller, the Acquired Business, the Acquired Assets or the Assumed Liabilities, (iii) subject to entry of the Sale Order, and except for as set forth in Section 5.1(c) of the Seller Disclosure Schedules, violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization, or approval under, any Transferred Contract or other Material Contract, or Transferred Permit material to the Acquired Business to which such filings Seller is a party or by which such Seller is bound or to which any of its assets or properties are subject, except to the failure extent excused or stayed by the Bankruptcy Cases or (iv) result in the creation of which any Lien upon the Acquired Assets other than Permitted Encumbrances and Liens created by Purchaser; provided, however, that no representation or warranty is made in the foregoing clauses (ii) through (iv) with respect to matters that would not reasonably be madeexpected, 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 wholean Acquired Business Material Adverse Effect.

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 (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 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 RIMCO of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier RIMCO of the transactions contemplated hereby herein in accordance with the terms hereof will: (i) conflict with or therebyresult in a breach of any provisions of the charter documents or bylaws of RIMCO; (ii) except for consents required to be obtained (the “Frost Required Consents”) under the Amendment and Restatement of Credit Agreement dated as of September 16, nor compliance by Premier 2002, as amended, between RIMCO and the Frost National Bank and all other loan documents executed and delivered thereunder (collectively, the “Frost Documents”) violate, 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 that is not a Permitted Encumbrance upon any of the properties of RIMCO or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to RIMCO or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, RIMCO Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which RIMCO or any of its Subsidiaries is a party, or by which RIMCO 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 RIMCO 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 Material Adverse Effect. (b) Neither the execution and delivery by RIMCO of this Agreement nor the consummation by RIMCO of the transactions contemplated herein 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 filings provided for in Article 1, except for (i) approvals and consents of governmental authorities that are routinely granted after the consummation of transactions of the nature contemplated in this Agreement, and (ii) any consent, approval or authorization, the failure of which to obtain and for any such contravention, conflict, violation, default, termination, cancellation, acceleration filing or loss that registration the failure of which to make would not have reasonably be expected to have, individually or in the aggregate, a material adverse Material Adverse Effect on RIMCO. (c) Other than as contemplated in Sections 3.6(a) and 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated herein to provide for the continuation in full force and effect of all of the RIMCO Material Contracts or for RIMCO to consummate the transactions contemplated herein, except where the failure to receive such consents or other certificates would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Premier RIMCO. (d) Except as set out in Schedule 3.6 of the RIMCO Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will: (i) result in any payment from RIMCO or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of RIMCO or any of its Subsidiaries taken as a wholeunder any of the RIMCO Plans or otherwise; (ii) increase any benefits otherwise payable under any of the RIMCO Plans or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than Except as set forth in Section 4.4 of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActPanavision Disclosure Letter, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Panavision of this Purchase Agreement and the Ancillary Agreements to which Panavision is or will be a party, the Registration Rights Agreement performance by Premier Panavision of its obligations hereunder and thereunder and the consummation by Premier Panavision of the transactions Transactions do not or will not, as applicable, (a) violate or conflict with any provision of, or result in the breach of, the certificate of incorporation, bylaws or other governing documents of any member of the Panavision Group, (b) assuming all consents, waivers, approvals, authorizations, designations and notifications contemplated hereby by Section 4.5 have been obtained and thereby, except for such all filings the failure of which to be contemplated by Section 4.5 have been made, individually violate 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 conflict 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 lawLaw applicable to any member of the Panavision Group or its properties or assets or, regulationwith respect to any Governmental Order, judgmentgive any Person the right to obtain any relief or exercise any remedy thereunder, injunction(c) violate or conflict with any provision of, order result in the breach of, constitute a default (or decree binding upon Premieran event that with or without notice or lapse of time or both would become a default) under, require any notice or consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of (or give rise to any penalty or modification of any obligation (including in the case of the Panavision Real Property Leases, any change in the amount or nature of the rent resulting) under pursuant to the express terms of) any Panavision Material Contract to which any member of the Panavision Group is a party or by which it or its properties or assets may be bound, or (iiid) constitutes a default under or gives rise to any right of termination, cancellation or acceleration result in the creation of any right or obligation of Premier or Lien (other than Permitted Liens) upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier or member of the Panavision Group, including 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 SubsidiariesPanavision Real Property, except, in the case of clauses (iib) and through (iiid), for to the extent that the occurrence of any such contraventionof the foregoing has not been, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a reasonably be expected to be, individually or in the aggregate, material adverse effect on Premier or any of its Subsidiaries to the Panavision Group, taken as a whole.

No Conflict. 4.2.1 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 as disclosed in Section 4.2.1 of the transactions contemplated hereby and therebyDisclosure 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 the Registration Rights Agreement by Premier nor Sellers does not, and the consummation by Premier Sellers of the transactions contemplated hereby or therebyby this Agreement will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with conflict with, or results result in any violation or breach of, any provision of the Articles articles of Incorporation or bylaws organization of PremierSellers, (ii) contravenesresult in any 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 or decree binding upon Premiertime, or both) a material default (iii) constitutes a default under or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, trust agreement, mortgage, indenture, lease, contract or other agreement, instrument or obligation of Premier to which a Seller is a party or by which such Seller or any of its Subsidiaries properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.2.2, conflict with or violate in any material respect any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to a loss of any benefit to which Premier Seller or any of its Subsidiaries is entitled under any provision of any agreementrespective properties or 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, except, except in the case of clauses (ii) and (iii), ) for any such contraventionconflicts, conflictviolations, violationdefaults, defaultterminations, terminationcancellations, cancellation, acceleration or loss that accelerations which would not have materially impair or delay the Closing. 4.2.2 To Sellers’ knowledge, no consent, approval, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission, gaming authority or other governmental entity or instrumentality, in their capacity as a material adverse effect on Premier governing body as opposed to an owner of any Sellers’ Leased Property (“Governmental Entity”) is required by or with respect to a Seller in connection with the execution and delivery of this Agreement or any ancillary agreement by Sellers or the consummation by Sellers of its Subsidiaries taken the transactions contemplated hereby and thereby, except for the filing of the pre-merger notification report under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as a wholeamended (“HSR Act”), if applicable.

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. Neither the execution and delivery , will not conflict with or result in any violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of termination, nor compliance by Premier with cancellation, modification or acceleration of any obligation or loss of the provisions hereof or thereof any benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles Charter Documents or the organizational documents of Incorporation or bylaws any of Premierits Subsidiaries, as amended, (ii) contravenesany mortgage, conflicts with indenture, lease (including, without limitation, all Lease Agreements), contract, covenant, plan, insurance policy or would constitute other agreement, instrument or commitment, permit, concession, franchise or license (each a violation “Contract” and collectively the “Contracts”) to which the Company is a party or by which any of any provision of any law, regulation, judgment, injunction, order its properties or decree binding upon Premierassets (whether tangible or intangible) are bound, or (iii) constitutes a default under any 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 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 the Company or any of its Subsidiaries or any licenseof their respective properties or assets (whether tangible or intangible). Section 2.5 of the Disclosure Schedule sets forth all necessary notices, franchiseconsents, permit waivers and approvals as are required under any Contracts in connection with the Merger, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Effective Time and the items set forth on Section 2.5 of the Disclosure Schedule shall be referred to as the “Required Consents”. Following the Effective Time, the Surviving LLC will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other similar authorization held by Premier than ongoing fees, royalties or payments which the Company or any of its Subsidiaries, except, in as the case may be, would otherwise be required to pay pursuant to the terms of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would Contracts had the transactions contemplated by this Agreement not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeoccurred.

No Conflict. Other than (a) The execution, delivery and performance of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAncillary Agreements by such Seller 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 Transaction by such Seller will not, conflict with, 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 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 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 termination, cancellation or acceleration of any right or obligation with notice, lapse of Premier time or both, or result in the creation of any Lien on any of the properties or assets of such Seller, under, (i) any Contract to which such Seller is a party or by which any of such Seller's properties or assets are bound, (ii) any Judgment applicable to such Seller or any of its Subsidiaries such Seller's properties or assets, (iii) to a loss the knowledge of such Seller, and subject to the matters referred to in Section 2.05(b), any benefit Applicable Law applicable to which Premier such Seller or any of its Subsidiaries such Seller's properties or assets or (iv) with respect to any Seller that is entitled under any provision of any a trust, partnership, limited liability company or corporation, the trust agreement, contract partnership agreement, limited liability company agreement, articles of incorporation, or other instrument binding on Premier or any corporate formation documents of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptsuch Seller, in the case of each of clauses (i), (ii) and (iii)) in a manner that could reasonably be expected to materially impair such Seller's ability to consummate the Transaction. (b) No Consent of, for or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained or made with respect to such contraventionSeller in connection with the execution, conflictdelivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Transaction, violationother than (i) compliance with and filings under the HSR Act and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, defaultcontrol or competition laws, termination(ii) those that may be required solely by reason of the participation of Purchaser or Purchaser's affiliates in the Transaction, cancellation(iii) filings required under the Securities Act or the Exchange Act and (iv) those the failure of which to obtain or make, acceleration individually or loss that in the aggregate, would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholereasonably be expected to materially impair such Seller's ability to consummate the Transaction.

No Conflict. Other than The execution, delivery and performance by 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 Company of the transactions contemplated hereby Transaction Documents, the issuance and therebysale of the Offer Shares and compliance by the Company with the terms thereof, 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 under the Transaction Documents, 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 terms hereof or therebythereof, nor compliance by Premier do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the provisions hereof or thereof (i) conflicts with or results Subsidiaries pursuant to, the Agreements and Instruments, nor will such action result in any breach violation of the Articles provisions of Incorporation the charter, by-laws or bylaws similar organizational document of Premier, (ii) contravenes, conflicts with the Company or would constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunctionorder, order writ or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any Governmental Authority. Except as disclosed in the Hong Kong Public Offering Documents, no consent, approval, authorization, filing with, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the sale and delivery of the Offer Shares and the consummation of the transactions contemplated by the Transaction Documents except for such as have been obtained, for the registration of the Offer Shares under the Securities Act, the listing of the Offer Shares on the SEHK and for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under U.S. state securities laws, such governmental authorizations as may be required under applicable state securities or blue sky laws or any laws of jurisdictions outside the PRC, C▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the purchase and distribution of the Offer Shares by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of Premier all or a portion of such indebtedness by the Company 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 the 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 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 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 Cambridge of this Purchase Agreement or the Registration Rights Agreement Cambridge Transaction Agreements, the compliance by Premier nor Cambridge with all of the provisions of and the performance by Cambridge of its obligations under the Cambridge Transaction Agreements nor, subject to the filings and other matters referred to in Section 5.4(b) the consummation by Premier of the transactions contemplated hereby Transactions by Cambridge in accordance with the terms thereof will: (i) subject to receipt of the Cambridge Stockholder Approval, conflict with or therebyresult in a breach of any provisions of the Charter Documents of Cambridge; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien or other detriment to Cambridge under, any of the terms, conditions or provisions hereof of any material note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, Contract, agreement, joint venture or thereof other instrument or obligation to which Cambridge or any Cambridge Subsidiary is a party, or by which Cambridge or any Cambridge Subsidiary or any of their respective properties or assets may be 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, regulation, judgment, injunction, order or decree Law 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 Cambridge or any of its Subsidiaries their respective properties or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementassets, 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, exceptexcept as, in the case of clauses matters described in clause (ii) and or (iii), individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. (b) Neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by it with all of the provisions of and the performance by Cambridge of its obligations under the Cambridge Transaction Agreements to which Cambridge is a party, nor the consummation of the Transactions by Cambridge in accordance with the terms thereof, will require any Governmental Approvals other than the Regulatory Filings and (i) the filing of the Certificate of Merger and any other related subsequent filings with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (ii) the filings with the SEC of (A) the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the Form S-4 and (C) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; and (iii) any registration, filing or notification required pursuant to state securities or “blue sky” laws except where the failure to make or obtain such Governmental Approvals, individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Except for the consents, approvals and notices listed in Section 5.4(b) of the Cambridge Disclosure Letter and the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by it with all of the provisions of and the performance by its obligations under the Cambridge Transaction Agreements, nor the consummation of the Transactions by Cambridge in accordance with the terms thereof will require any consent or approval of or notice to any Governmental Body, except where the failure to obtain any such contraventionconsent or approval or provide any such notice, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that (i) has not had an Oxford Material Adverse Effect and (ii) would not have a material adverse effect on Premier reasonably be expected to prevent or any materially impair or delay the consummation of its Subsidiaries taken as a wholethe Transactions.

No Conflict. The execution and delivery of this Agreement do not, and the consummation of the transactions described herein will not, result in or constitute (a) a default, breach or violation of the Certificate of Incorporation or the By-laws of ETG or any Contract to which ETG is a party; (b) subject to the receipt of the Consents required as set forth on Schedule 4.5 annexed hereto, an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of ETG under any Contract to which ETG is a party; (c) the creation or imposition of any Lien on any property of ETG, under any Contract to which ETG is a party; or (d) a violation of any Law or Judgment of any court or other Governmental Authority or any other restriction of any kind or character by which ETG is bound, except, in each case, for such defaults, breaches, violations, events, Liens or restrictions as would not prevent ETG from performing any of its material obligations under this Agreement or have a Material Adverse Effect on ETG. 4.5 CONSENTS; TRANSFERABILITY. (a) Other than the filing of a Form 4 and an amendment ----------- to Premier's report on as set forth in Schedule 13D under the Exchange Act4.5 annexed hereto, and no notice to, filing with, and no permit, authorization, consent or approval Consent of, any Governmental Authority Person is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier ETG of the transactions contemplated hereby by this Agreement. (b) Subject to obtaining the Consents set forth in Schedule 4.5, the interest of ETG in all claims, Contracts, Licenses and therebyPermits, except for such filings leases and commitments and all of the failure of other Assets in which to be madeETG has an interest shall 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 upon the consummation of the transactions contemplated hereby in this Agreement, be terminated or subject to termination in any manner whatsoever by said consummation, and thereby. Neither such claims, Contracts, Licenses and Permits, leases, commitments and Assets shall be the execution property of the Company immediately thereafter, and delivery the Company shall have all of this Purchase Agreement or the Registration Rights Agreement by Premier nor right, title and interest which ETG had available to it prior to the consummation by Premier of the transactions contemplated hereby or therebyAsset Purchase in and to such claims, nor compliance by Premier with any Contracts, Licenses and Permits, leases, commitments and Assets. The interest of ETG in all claims, Contracts, Licenses and Permits, leases, commitments and Assets is sufficient to allow the provisions hereof or thereof (i) conflicts with or results in any breach Company to operate the Business of the Articles of Incorporation or bylaws of PremierETG, (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 wholecurrently conducted.

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 Certificate of which to be madeFormation or Parent’s bylaws or the comparable organizational documents of Merger Sub or any of the Company’s other Subsidiaries ; (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 or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their respective 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 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 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 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 Company of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier the Company 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 restated certificate of incorporation or bylaws of the Company; (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 the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, Company Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company 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 the Company 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 have not had and would not reasonably be expected to have a material adverse Material Adverse Effect. (b) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company 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 of this Agreement, (ii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amende▇ (▇▇▇ "▇▇▇ ▇▇▇"), the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities and "Blue Sky" laws, and applicable state or foreign competition or antitrust laws, (iii) such other consents, approvals, authorizations, filings or registrations as may be required under any Environmental Health or Safety Law (as defined in Section 3.13) pertaining to any notification, disclosure or required approval necessitated by the Merger, and (iv) such other consents, approvals, authorizations, filings or registrations the failure of which to obtain or make has not had and would not reasonably be expected to have a Material Adverse Effect ((i), (ii), (iii) and (iv), collectively, the "Regulatory Filings")). (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 Company Permits and any contracts or leases of the Company or any of its Subsidiaries taken or for the Company 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 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 the Company (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the Company under any Company Plan (as a wholedefined in Section 3.11) or otherwise; (ii) increase any benefits otherwise payable under any Company 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 The execution and delivery of a Form 4 this Agreement by each of Parent and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActMerger Sub do 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 and the Registration Rights Agreement Shareholder Tender Agreements to which it is a party by Premier each of Parent and Merger Sub and the consummation by Premier of the transactions contemplated hereby Merger and therebythe other Transactions will not (a) conflict with or violate (i) the Amended and Restated Certificate of Incorporation of Parent or the Amended and Restated By-Laws of Parent or (ii) the Articles of Incorporation of Merger Sub or the Bylaws of Merger Sub, except (b) subject to Section 5.4 hereto, conflict with or violate any Law or any Order or any rule or regulation of any securities exchange on which Parent's common stock is listed for such filings the failure trading, or (c) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to be madeothers any right of termination, individually amendment, acceleration or cancellation of, result in the aggregatetriggering of any payment or other obligation or any right of consent, could or result in the creation of a Lien on any property or asset of Parent or any of its Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or 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 property or asset of any of them is bound except, in the case of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or other occurrences which would 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 wholeTransactions.

No Conflict. Other than Subject to the filing entry of a Form 4 the Confirmation Order and an amendment ----------- to Premier's report the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, and except as set forth on Schedule 13D under 4(f), the Exchange Actdistribution of the Rights, the issuance, sale and no filing withdelivery of New Common Stock upon exercise of the Rights, the issuance, sale and no permitdelivery of New Convertible Preferred Stock hereunder, 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 of each of the Rights Offering and the Preferred Stock Offering by Premier the Company and the execution and delivery (or, with respect to the First Amended Plan, the filing) by the Company of this Agreement and the First Amended Plan and compliance by the Debtors with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby herein and therebytherein do not and will not: (i) violate (A) any provision of any Law applicable to the Company or any of its Subsidiaries, (B) any of the Organizational Documents of the Company or any of its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Company or any of its Subsidiaries; (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 the Company or any of its Subsidiaries; (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (other than any Liens created under the Credit Agreement); or (iv) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Company or any of its Subsidiaries, except for such filings approvals or consents which will be obtained on or before the failure of Effective Date and which are set forth on Schedule 4(f), except in any such case described in subclause (i)(A), (i)(C) or (ii), 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 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 the filing of a Form 4 and an amendment ----------- to Premier's report (i) ‎Except for those set forth on Schedule 13D 4.3(c) (collectively, the “Parent ‎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 permitapproval, authorization, consent authorization or approval permit of, any or filing with or notification to, ‎any Governmental Authority is necessary for required on the execution part of Parent in connection with the ‎execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier and, as of the transactions contemplated hereby and therebyClosing, except for such filings the failure of which to be made, individually other Transaction ‎Documents by Parent 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 (including the execution conversion or exercise provisions of the Preferred Stock), except filings, consents or approvals which, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ii) Assuming receipt of the Parent Required Governmental Authorizations and the applicable expiration or termination of the applicable waiting period under the HSR Act, the execution, delivery and performance of this Purchase Agreement or and the Registration Rights Agreement other Transaction Documents by Premier nor Parent does not, and the consummation by Premier of the transactions contemplated hereby and thereby (including the conversion or thereby, nor exercise provisions of the Preferred Stock) and compliance by Premier Parent with any of the provisions hereof or and thereof (iincluding the conversion or exercise provisions of the Preferred Stock) conflicts will not, conflict with, or result in any violation or breach of, or default (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 of, or result in, termination, cancellation cancellation, modification or acceleration of any right obligation or obligation to the loss of Premier a material benefit under, or result in the creation of any Encumbrance in or upon any of the properties, assets or rights of Parent or any of its Subsidiaries under, or give rise to a loss any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any benefit Person pursuant to, any provision of Parent’s Organizational Documents, or Organizational Documents of any Subsidiary of Parent, any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other Contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written to which Premier Parent or any of its 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 or any licenseof their respective properties or assets may be bound or subject to the Parent ‎Required Governmental Authorizations, franchise, permit any Law or other similar authorization held by Premier any rule or regulation of the NYSE applicable to Parent or any of its SubsidiariesSubsidiaries or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of with respect to clauses (iib) and (iiic), for any such contraventionmatters that have not had, conflict, violation, default, termination, cancellation, acceleration or loss that and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any Parent Material Adverse Effect‎. (iii) The Stockholder Consent is the only approval of its Subsidiaries taken as a wholeParent’s stockholders necessary to consummate the transactions contemplated by this Agreement, including the Merger and the ▇▇▇▇▇ Purchase Agreement.

No Conflict. Other than The execution, delivery and performance by Seller and Parent of this Agreement and the filing Subject Agreements to which it is or will be a party and the consummation of a Form 4 the Contemplated Transactions do not and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actwill not (i) conflict with or violate any provisions of Seller’s or Parent’s Organizational Documents, and no filing (ii) conflict with, and no permitrequire any Consent under or constitute a default (or an event which with notice or lapse of time or both would become a violation, authorizationbreach or default) under, consent or approval give to any other Person any rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of the Acquired Companies under, (iii) conflict with or violate any Legal Requirement or Order or other restriction of any Governmental Authority to which Seller or Parent is necessary for subject (including securities Legal Requirements), or by which any asset or property of Seller or Parent is bound or affected or (iv) result in the execution imposition or creation of this Purchase Agreement any Lien (other than a Permitted Lien) upon, or the Registration Rights Agreement with respect to, any assets owned or used by Premier and the consummation by Premier of the transactions contemplated hereby and therebySeller or Parent, except for such filings the failure of which to be made, individually or in the aggregatecase of each of clauses (ii) and (iv), could such conflicts, failures to obtain such Consents, defaults, terminations, amendments, modifications, accelerations, cancellations, impositions of fees or penalties, increased, guaranteed, accelerated or additional rights or entitlements, adverse effects on any rights, payments, redemptions, or imposition or creation of any Lien (other than a Permitted Lien) as would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as Company Material Adverse Effect or 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 wholeSeller Material Adverse Effect.

No Conflict. Other than the filing (a) Except as may result from any facts or circumstances relating solely to Buyer, 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 and delivery by Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby and therebyor thereby by Seller, except or the compliance by Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, its Organizational Documents or any Law or (ii) conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation of any material obligation or the loss of a material benefit under, any Material Contract to which Seller is a party or by which Seller or its properties or assets are bound, except, in the case of this clause (ii), for such filings the failure of which to conflicts, violations, defaults, terminations or cancellations as would not reasonably be madeexpected to, 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 ability of 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 and or thereby. Neither . (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 Seller in connection with the execution and delivery by Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party or the consummation by Premier Seller of the transactions contemplated hereby or thereby, nor compliance by Premier with any 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 provisions hereof aggregate, reasonably be expected to prevent or thereof (i) conflicts with materially delay the ability of Seller to enter into and perform its obligations under this Agreement 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 Transaction Documents to which Premier it is a party or any of its Subsidiaries is entitled under any provision of any agreement, contract consummate the transactions contemplated hereby 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 wholethereby.

No Conflict. Other than The execution and delivery by 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 Company of this Purchase Agreement or Agreement, the Registration Rights Agreement consummation by Premier the Company of the Merger, and the consummation by Premier of the transactions contemplated hereby hereby, 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 a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under or give rise to any payments or Encumbrances (any such event, a “Conflict”) (i) assuming the Company Stockholder Approval is obtained, any provision of the Charter Documents or the organizational documents of the Company, (ii) any mortgage, indenture, lease (including, without limitation, all Lease Agreements), contract, covenant, plan, insurance policy or other agreement, instrument or commitment, permit, concession, franchise or license (each a “Contract” and therebycollectively the “Contracts”) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets (whether tangible or intangible) are bound, except or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, its Subsidiaries or any of their respective properties or assets (whether tangible or intangible), except, with respect to clause (ii), for such filings Conflicts would not be material to 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, Company and its Subsidiaries, taken as a wholewhole and except for Disregarded Conflicts. The execution and delivery by the Company of this Agreement, or to prevent or materially delay the consummation by the Company of the Merger and the consummation of the transactions contemplated hereby and thereby. Neither hereby, will not result in the execution and delivery imposition or creation of this Purchase Agreement any Encumbrance upon or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with respect to any of the provisions hereof assets owned, leased or thereof (i) conflicts licensed by the Company or its Subsidiaries except for Disregarded Conflicts. Schedule 3.5 sets forth all necessary notices, consents, waivers and approvals as are required under any Contracts in connection with the Merger, or results for any such Contract to remain in any breach full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Closing except for Disregarded Conflicts and the items set forth on Schedule 3.5 shall be referred to as the “Required Consents.” Following the Closing, the Company and its Subsidiaries will be permitted to exercise all of its rights under the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation Contracts without the payment of any provision of any lawadditional amounts or consideration other than ongoing fees, regulation, judgment, injunction, order royalties 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 payments 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 the Company or any of its Subsidiaries, except, in as the case may be, would otherwise be required to pay pursuant to the terms of clauses (ii) and (iii), such Contracts had the transactions contemplated by this Agreement not occurred except 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 wholeDisregarded Conflicts.

No Conflict. Other than the filing of a Form 4 Except for consents and an amendment ----------- to Premier's report approvals separately listed on Schedule 13D under 3.04 and Schedule 3.08 to the Exchange ActSellers’ Disclosure Letter, Schedule 3.03 of the Sellers’ Disclosure Letter lists all consents, approvals, authorizations, filings, and no filing withnotifications required for the conveyance of the Assets to the LLC and the Purchaser or Purchaser Sub hereunder and the consummations of the other transactions contemplated hereby, free and no permitclear of all Encumbrances (other than Permitted Encumbrances), except to the extent that any such consent, approval, authorization, consent filing 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 madenotification would not, individually or in the aggregate, could not (A) prevent or materially delay the transactions contemplated hereby or (B) be reasonably expected, individually or in the aggregate, to be expected material to have a material adverse effect on Premierthe Assets, and the Business or its Subsidiariesoperations, in each case, taken as a whole. Assuming that all consents, approvals, authorizations and other actions described in Schedule 3.03 of the Sellers’ Disclosure Letter have been obtained and all filings and notifications listed in Schedule 3.03 of the Sellers’ Disclosure Letter have been made, the execution, delivery and performance of this Agreement, each other document or instrument executed pursuant to the terms of this Agreement and of the transactions contemplated hereby by the Cliffstar Companies does not and will not: (a) violate, conflict with or result in a breach of any provision of any Cliffstar Company’s Certificate of Incorporation, By-laws or other organizational document, as the case may be; (b) conflict with or violate any Law or Governmental Order applicable to any Cliffstar Company or by which any of its assets, properties or businesses is bound or affected; (c) conflict with, result in any breach 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, amendment, acceleration, suspension, increase in payment, revocation or cancellation of any provision under the terms of any Material Contract; or (d) result in the creation of any Encumbrance on any of the assets of any of the Cliffstar Companies (other than Permitted Encumbrances), except with respect to clauses (b), (c) and (d) to the extent that any such conflict, violation, breach, default, right of termination, amendment, acceleration, suspension, revocation, cancellation or Encumbrance would not, individually or in the aggregate, (A) 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(B) be reasonably expected, nor compliance by Premier with any of the provisions hereof individually 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)aggregate, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a to be material adverse effect on Premier or any of its Subsidiaries taken as a wholeto the Business.

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 and the Registration Rights Agreement Related Agreements by Premier the Seller do not, and the consummation and performance by Premier the Seller of this Agreement, the transactions Related Agreements and any other transaction contemplated hereby and therebythereby will not, (i) conflict with or violate the Organizational Documents, (ii) conflict with or violate any Laws applicable to the Seller or by which any of its properties or assets is bound or affected, or (iii) except for as set forth on Schedule 2.4, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of the Seller, in each case pursuant to any note, bond, mortgage, indenture, contract, agreement (including, without limitation, any Seller Material Contract), lease, license, permit, franchise or other instrument or obligation to which the Seller is a party or by which the Seller or any of its properties or assets is bound or affected. (b) Assuming the accuracy of the Purchaser’s representations and warranties as contained in this Agreement, the execution and delivery of this Agreement and the Related Agreements by the Seller do not, and the consummation and performance by the Seller of this Agreement, the Related Agreements and any other transaction contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, (i) any Governmental Entities (including, without limitation, the Federal Trade Commission and the Department of Justice pursuant to the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended) or (ii) any third Person, other than (x) any such consents, approvals, authorizations or permits that have been obtained or such filings or notifications that have been made and (y) where the failure of which to be madeobtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either 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 in this Agreement or the Related Agreements, or otherwise, either individually or in the aggregate, prevent the Seller from materially performing its obligations under this Agreement or the Related Agreements, or have a Material Adverse Effect or (z) as set forth on Schedule 2.4. (c) This Agreement and thereby. Neither each of the Related Agreements to which the Shareholders are a party have been (or will be when so executed in accordance with this Agreement) duly and validly executed and delivered by the Shareholders (or the Shareholders party thereto, as applicable) and, assuming the due authorization, execution and delivery of this Purchase Agreement or and the Registration Rights Agreement Related Agreements (as applicable) by Premier nor the consummation by Premier other parties thereto, constitute legal, valid and binding obligations of the transactions contemplated hereby Shareholders, enforceable against the Shareholders in accordance with their respective terms, except as such enforceability may be limited or therebyaffected by applicable bankruptcy, 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 Premierinsolvency, (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 moratorium or other similar authorization held by Premier laws affecting or any relating to enforcement of its Subsidiaries, except, creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration a proceeding at law or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholein equity.

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 the filing The Transactions do not and will not (a) violate any applicable law, including any order 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 therebyAuthority, except for to the extent any such filings the failure of which to be madeviolation, individually or in the aggregate, could would not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect, and its Subsidiaries, taken as a whole, or to prevent or materially delay (b) violate the consummation Organizational Documents of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Borrower or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyany Restricted Subsidiary, nor compliance by Premier with any of the provisions hereof or thereof (c) (i) conflicts violate or result (alone or with notice or results in any breach 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 in 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 the First Lien Credit Documents or the Second Lien Credit Documents, or give rise to a right thereunder to require any agreementpayment, contract repurchase or other instrument binding on Premier redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, any termination, cancelation or acceleration or right of its Subsidiaries renegotiation of any obligation thereunder or (ii) violate or result (alone or with notice or lapse of time, or both) in a default under any other Contractual Obligation of the Borrower or any licenseRestricted Subsidiary, franchiseor give rise to a right thereunder to require any payment, permit repurchase or other similar authorization held redemption to be made by Premier the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, any termination, cancelation or acceleration or right of its Subsidiariesrenegotiation of any obligation thereunder, except, in the case of clauses with respect to this clause (ii) and (iii), for to the extent any such contravention, conflict, violation, default, terminationright or result, cancellationindividually or in the aggregate, acceleration or loss that would not reasonably be expected to have a material adverse effect Material Adverse Effect, or (d) except for Liens created under the Credit Documents, the First Lien Credit Documents or the Second Lien Credit Documents, result in or require the creation or imposition of any Lien on Premier any asset of the Borrower or any of its Subsidiaries taken as a wholeRestricted Subsidiary.