Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, execution and delivery and performance by Sellers Purchaser of this Agreement do not, the execution and the delivery by Purchaser of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do not: (a) result in a violation or breach of any provision of thereby and compliance by Purchaser with the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, terms hereof and thereof will not conflict with, or result in a any violation of or breach of, constitute a default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the acceleration creation of any Lien upon any of the properties or create in assets of Purchaser or any party of its subsidiaries under, any provision of (i) the right to acceleratecertificate of incorporation or by-laws of the Purchaser or any of its subsidiaries, terminate, modify or cancel (ii) any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Purchaser or the Purchased Subsidiary any of its subsidiaries is a party or by which such Seller, the Purchased Subsidiary any of their respective properties or the Business assets is bound or (iii) any Judgment or Applicable Law applicable to which Purchaser or any of the Transferred Assets are subject (including any Transferred Contract); its subsidiaries or (d) result their respective properties or assets, other than, in the creation case of clauses (ii) and (iii) above, any such items that, individually or imposition of any in the aggregate, have not had and could not reasonably be expected to have a material Encumbrance other than Permitted Encumbrances adverse on the Transferred Assetsability of Purchaser to consummate the Acquisition and the other transactions contemplated hereby (a “Purchaser Material Adverse Effect”). Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental OrderNo Consent of or registration, declaration or filing with, or notice to, with any Governmental Authority Entity is required to be obtained or made by or with respect to Purchaser or any Seller of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than compliance with and filings under Section 13(a) of the Exchange Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Buyer of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation violate or breach of any provision of the certificate of incorporation or bylaws by-laws of Sellers or the organizational documents of the Purchased SubsidiaryBuyer; (b) result in a material violation violate or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsBuyer; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation violate or breach ofbreach, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit agreement to which a Seller or the Purchased Subsidiary Buyer is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract)party; or (d) result in the creation or imposition of require any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permitpermit, Governmental Order, declaration or filing with, or notice tofrom, with or to any Governmental Authority is required by or with respect to any Seller Buyer in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to obtain consent or give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement by Seller Parent and the each Ancillary Agreements Implementing Agreement by a Seller party to which it is a partysuch Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and thereby, by Seller Parent and such Seller do not: not and will not (a) result in a violation or breach of violate any provision of the certificate of incorporation or bylaws of Sellers Seller Parent or the comparable organizational documents of any of the Purchased Subsidiary; other Sellers or any of the Conveyed Subsidiaries (or any Subsidiary thereof), (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable subject to any Seller, obtaining the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as consents set forth in Schedule 4.03, require Section 4.4 of the consent, notice or other action by any Person under, conflict withSeller Disclosure Letter, result in a violation of, or breach ofrequire the consent of any Person pursuant to, or conflict with, constitute a default under under, or an event thatresult in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of the Sellers or the Conveyed Subsidiaries (or any Subsidiary thereof) under, would or to a loss of any benefit of the Business to which the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) is entitled, under any Material Contract or Real Property Lease, or result in the imposition of a Lien on any Purchased Assets, other than Permitted Liens, and (c) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default underunder any Law, result in the acceleration Governmental Authorization or other restriction of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or Governmental Authority to which any of the Transferred Assets are subject Seller or Conveyed Subsidiary (including any Transferred Contract); or (dSubsidiary thereof) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03is subject, no material consentexcept, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller clauses (b) and (c), as would not, individually or in connection with the execution and delivery of this Agreement aggregate, be materially adverse to the Business or any of prevent or reasonably be expected to prevent the Ancillary Agreements and Sellers from consummating the consummation of Closing prior to the transactions contemplated hereby and therebyOutside Date.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The Subject to the receipt of the Purchaser Parent Shareholder Approval, the execution, delivery and performance by Sellers Purchaser Parent and Purchaser of this Agreement and the each Ancillary Agreements Implementing Agreement by Purchaser Parent, Purchaser or a Purchaser Designated Affiliate party to which it is a partysuch Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and therebythereby by Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, do not: not and will not (a) result in a violation or breach of violate any provision of the certificate articles of incorporation association or bylaws of Sellers or the equivalent organizational documents of the Purchased Subsidiary; Purchaser Parent, Purchaser or any of their Affiliates, (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable subject to any Seller, obtaining the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as consents set forth in Schedule 4.03, require Section 5.4 of the consent, notice or other action by any Person under, conflict withPurchaser Parent Disclosure Letter, result in a violation of, or breach ofrequire the consent of any Person pursuant to, or conflict with, constitute a default under under, or an event thatresult in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of (or to the loss of any benefit of) Purchaser Parent, would Purchaser or any of their Affiliates under any Purchaser Material Contract or Purchaser Real Property Lease, or result in the imposition of a Lien on any assets, properties or rights, other than Purchaser Permitted Liens, relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, or (c) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default under, result in the acceleration of or create in under any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, PermitLaw, Governmental Order, declaration Authorization or filing with, or notice to, other restriction of any Governmental Authority to which Purchaser Parent, Purchaser or any of their Affiliates is required by or subject, except, with respect to any Seller clauses (b) and (c), as would not, individually or in connection with the execution and delivery of this Agreement aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser Parent, Purchaser or any of Purchaser Designated Affiliate from consummating the Ancillary Agreements and Closing prior to the consummation of the transactions contemplated hereby and therebyOutside Date.

No Conflicts; Consents. The execution, delivery and performance by Sellers Buyer of this Agreement and the Ancillary Agreements other Transaction Documents to which it Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the certificate any organizational document of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryBuyer; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Buyer; or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit agreement to which a Seller or the Purchased Subsidiary Buyer is a party or by which such Sellerparty, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result except in the creation cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or imposition of any material Encumbrance other than Permitted Encumbrances failure to give notice would not have a Material Adverse Effect on Buyer’s ability to consummate the Transferred Assetstransactions contemplated hereby. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Buyer in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate Charter of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryBusiness, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03(a) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a material violation or material breach of, constitute a material default under or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as for the RCA Approval and the other Governmental Authority approvals set forth in Schedule 4.03Section 4.03(a) of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, Neither the execution and delivery and performance by Sellers of this Agreement and the Ancillary Agreements other Seller Transaction Documents, nor the assignment of the Assets or consummation of the other transactions contemplated hereby and thereby will (a) violate, or be in conflict with, any provision of any organizational document of Seller or of any applicable law binding upon or applicable to Seller, or any of the Assets; (b) violate, conflict with, or give rise to any right of termination, cancellation, increase in obligations, imposition of fees or penalties under, any debt, note, bond, indenture, mortgage, lien, lease, license, instrument, contract, commitment or other agreement, or order, arbitration award, judgment or decree, to which Seller is a party or by which it is a partybound or to which the Assets is subject; (c) result in the creation or imposition of any Encumbrance or third party right upon any of the Assets; or (d) result in the loss of, or otherwise adversely affect or impair, any ownership rights of Seller or Buyer in any of the Assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or third party is required in connection with the execution or delivery of this Agreement and the other Seller Transaction Documents or the consummation of the transactions contemplated hereby and thereby, do not: (a) result in a violation or breach of any provision except for recordation of the certificate of incorporation or bylaws of Sellers or IP Assignment and other suitable patent and trademark assignment documents in the organizational documents of U.S. Patent & Trademark Office (the Purchased Subsidiary; (b) result in a material violation or breach of “USPTO”), WIPO and any provision of any Law or Governmental Order applicable to any Sellercomparable foreign patent offices. Neither this Agreement, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and Transaction Documents nor the consummation of the transactions contemplated hereby and thereby, including the assignment to Buyer of any Assigned Contracts, will result in (i) Buyer granting to any third party any right to or with respect to any Intellectual Property in the BioPipe System; (ii) Buyer being bound by, or subject to, any non-compete or other restriction on the operation or scope of its business; or (iii) Buyer being obligated to pay any royalties or other amounts to any person in excess of those payable by Seller prior to the Closing Date.

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Buyer and Guarantor of this Agreement and the Ancillary Agreements other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (ai) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer of Guarantor; (ii) assuming compliance with the matters referred to in Section 4.02(b) conflict with or result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law applicable Laws or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Buyer or the Transferred AssetsGuarantor; or (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Buyer or the Purchased Subsidiary Guarantor is a party or by which such Seller, the Purchased Subsidiary Buyer or the Business is Guarantor are bound or to which any of the Transferred Assets their properties and assets are subject or any Permit affecting the properties, assets or business of Buyer or Guarantor, except, in the case of clause (including iii) above, for any Transferred Contract); such matter that, individually or (d) in the aggregate, has not and would not reasonably be expected to result in material Liability to Buyer or Guarantor or materially impair the creation operations of Buyer or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration Guarantor or filing with, prevent or notice to, any Governmental Authority is required by materially delay Buyer or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of Guarantor from consummating the transactions contemplated hereby and therebyby this Agreement.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Company and the Owners of this Agreement and the Ancillary Agreements Documents to which it is the Company or an Owner are a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation formation, limited liability company agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryCompany (“Company Charter Documents”); (bii) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsCompany; (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Company is a party or by which such Seller, the Purchased Subsidiary or the Business Company is bound or to which any of the Transferred Assets Company’s properties and assets are subject (including any Transferred Material Contract); or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware and such filings as may be required to transfer ownership of the Helios Site to Merger Sub.

No Conflicts; Consents. The Except as disclosed in Section 4.03 of the Disclosure Schedules, the execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a partyother Transaction Documents, and 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 of, or default under, any provision of the certificate of incorporation formation, limited liability company agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances encumbrance on the Transferred Purchased Assets. Except as set forth in Schedule 4.03for notices to WSLCB and/or TTB, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Target Company of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate articles of incorporation organization, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryTarget Company (“Target Company Charter Documents”); (bii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsTarget Company; (ciii) except as set forth in Schedule 4.03Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Target Company is a party or by which such Seller, the Purchased Subsidiary or the Business Target Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Target Company; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsTarget Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Target Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Buyer’s execution, delivery and performance by Sellers of this Agreement and the Buyer Ancillary Agreements to which it is a partyDocuments, and the Buyer’s consummation of the contemplated transactions contemplated hereby and therebythe fulfillment of and compliance with the terms and conditions hereof and thereof, do not or shall not: (aA) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryBuyer’s governing documents; (bB) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerBuyer, the Purchased Subsidiary, the Business or the Transferred Assets; (cC) except as set forth in Schedule 4.03Section 5.2 of the Disclosure Schedules, as the case may be, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, require the consent, notice or other action by any other Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to accelerate, terminate, modify or cancel (1) any Material Contract that constitutes a Transferred Contract contract, agreement, permit, franchise, license or a material Permit other instrument applicable to Buyer, or (2) any judgment, decree or order of any Governmental Authority to which a Seller or the Purchased Subsidiary Buyer is a party or is required by which such Seller, or regarding Buyer’s execution and delivery of this Agreement and consummating the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result contemplated transactions except in the creation cases of clauses (B) and (C), where the violation, breach, conflict, default, acceleration or imposition of any failure to give notice would not have a material Encumbrance other than Permitted Encumbrances adverse effect on Buyer’s ability to consummate the Transferred Assetscontemplated transactions. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller regarding Buyer in connection with the execution and delivery of this Agreement or any and consummating the contemplated transactions, except for such filings required under the HSR Act and as set forth in Section 5.2 of the Ancillary Agreements Disclosure Schedules, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the consummation of the transactions contemplated hereby and therebytransactions.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements documents to which it is a partybe delivered hereunder, and 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, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller, the Company or any Subsidiary; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation any judgment, order, decree, statute, law, ordinance, rule or bylaws of Sellers regulation applicable to Seller or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsCompany; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Seller, the Company or the Purchased any Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Contract)subject; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsSecurities or any properties or assets of the Company or any Subsidiary; or (e) result in the loss or impairment of, diminish or detract from, or interfere with the value, use or ownership of any properties or assets of Seller, the Company or any Subsidiary. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration waiver or filing with, or notice to, any Governmental Authority authorization is required to be obtained by Seller or with respect to the Company or any Seller Subsidiary from any Person in connection with the execution execution, delivery and delivery performance by Seller of this Agreement or any of and the Ancillary Agreements documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Company of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate articles of incorporation incorporation, bylaws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryCompany (“Company Charter Documents”); (bii) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsCompany; (ciii) except as set forth in Schedule 4.03Section 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a any material Permit to which a Seller affecting the properties, assets or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any business of the Transferred Assets are subject (including any Transferred Contract)Company; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the NV Certificate of Merger with the Secretary of State of Nevada and the DE Certificate of Merger with the Secretary of State of Delaware.

No Conflicts; Consents. The execution, delivery and performance by Sellers each of Parent and Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate or articles of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryParent and Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Parent or Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03on Section 4.03 of the Disclosure Schedules, require the consentconsent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth ; except in Schedule 4.03the case of clause (c), no for such consents, notices, conflicts, violations, breaches, defaults, accelerations, terminations, modifications or cancelations required under any Contract with a customer of the Business that is not listed on Exhibit F. No material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The executionExcept as set forth on Schedule 2.03, the execution and delivery and performance by Sellers such Contributor of this Agreement do not, the execution and the delivery by such Contributor of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby Transactions and thereby, do not: (a) result in a violation or breach of any provision of compliance by such Contributor with the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person underterms hereof and thereof will not contravene, conflict with, or result in a any violation of or breach of, constitute a default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, result in the or give rise to a right of termination, cancellation or acceleration of any obligation, or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or loss of a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Sellerbenefit under, the Purchased Subsidiary or the Business is bound or to which increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or require any Consent of the Transferred Assets are subject (including any Transferred Contract); Person under, or (d) result in the creation or imposition of any material Encumbrance Lien (other than Permitted Encumbrances on Liens) upon any of the Transferred Assetsproperties or assets of such Contributor under, any provision of: (a) the certificate of incorporation or by-laws (or comparable documents) of such Contributor; (b) any Material Contract to which such Contributor is a party; or (c) any Judgment or Law applicable to such Contributor. Except as set forth in Schedule 4.03, no No material consent, approval, Permit, Governmental Order, declaration Consent or filing withJudgment of, or notice toFiling with, any Governmental Authority Entity is required to be obtained or made by or with respect to any Seller such Contributor in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the transactions contemplated hereby Transactions or the ownership by PEGC I OP of any Contributed Company following the Closing, other than: (x) Filings and therebyConsents under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”); (y) such Filings and Consents as may be required in connection with the contribution of the Insurance Business as set forth on Schedule 7.01(a); and (z) such Filings and Consents as may be required in connection with the Taxes described in Section 6.07.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any such Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.034.3, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, materially modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers SELLER of this Agreement and the Ancillary Agreements to which it is a partyAgreement, and 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 of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiarySELLER; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsSELLER ; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person underPerson, conflict with, result in a material violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary SELLER is a party or by which such Seller, the Purchased Subsidiary or the Business SELLER is bound or to which any of the Transferred Assets their respective properties and assets are subject (including or any Transferred Contract)material permit affecting the properties, assets or business of SELLER ; or (d) result in the creation or imposition of any material Encumbrance on any properties or assets of SELLER, other than Permitted Encumbrances on Encumbrances. Other than any consents, approvals, filings and Governmental Orders required under the Transferred Assets. Except as set forth in Schedule 4.03Laws of the United States, no material consent, approval, Permitpermit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller SELLER in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, execution and delivery and performance by Sellers the Purchaser of this Agreement do not, the execution and delivery by the Purchaser of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition, the Equity Financing and the other transactions contemplated hereby and thereby, do thereby and compliance by the Purchaser with the terms hereof and thereof will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of, or result in the in, termination, cancellation or acceleration of any obligation to or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or loss of a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Sellerbenefit under, the Purchased Subsidiary or the Business is bound or to which increased, additional, accelerated or guaranteed rights or entitlements of any of the Transferred Assets are subject (including any Transferred Contract); person under, or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Lien upon any of the Transferred Assets. Except assets or properties of the Purchaser, under any provision of (a) the organizational documents of the Purchaser, (b) except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required Section 4.03 of the letter dated as of the date of this Agreement delivered by or with respect the Purchaser to any the Seller in connection with the execution and delivery of this Agreement, any material Contract to which the Purchaser is a party or by which any of the Purchaser’s assets or properties is bound that is material to the Purchaser and its subsidiaries, taken as a whole, or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, any material Judgment or Law applicable to the Purchaser or any of its assets or properties. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Purchaser in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition, the Equity Financing or the other transactions contemplated hereby and thereby, other than (A) compliance with and filings under the HSR Act and compliance with and filings and approvals under Foreign Merger Control Laws, (B) compliance with and filings under the Exchange Act and the rules regulations promulgated thereunder and any over the counter trading regulations and (C) in the event the Purchaser consummates a Debt Financing, the filing of the relevant instruments in the requisite jurisdictions in order to create or perfect Liens granted to secure the Indebtedness and other obligations incurred as a result of the consummation of the Debt Financing.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements other Transaction Documents to which it any Seller is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiaryany Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiarySeller or Affiliate of Sellers, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Sellers are, or any Seller or the Purchased Subsidiary is is, a party or by which such SellerSellers are, the Purchased Subsidiary or any Seller or the Business is bound bound, or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03with respect to the transfer of the Assigned Permits, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Sellers in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers each of Seller and the Members of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller or the Transferred AssetsMembers; (c) except as set forth in Schedule 4.03Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is Members are a party or by which such Seller, the Purchased Subsidiary Seller or the Business is Members are bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of Seller; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsany properties or assets of Seller. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Members in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements to other closing deliverables set forth in Section 3 for which it is a party, as applicable, and the consummation of the transactions transaction contemplated hereby and therebyhereby, do not: not and will not (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Articles of incorporation Incorporation, bylaws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller or the Transferred AssetsIntellectual Property, or any constituent part thereof; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party Party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound obligated or to which any of the Transferred Assets are subject (including Intellectual Property, or any Transferred Contract)constituent part thereof is subject; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsIntellectual Property, or any constituent part thereof. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other closing deliverables set forth in Section 3, and the consummation of the transactions transaction contemplated hereby and therebyother than such actions which the failure of which would not result in a Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Sellers of this Agreement by Buyer, the execution and delivery of each Ancillary Agreement by Buyer, the Ancillary Agreements to which it is a party, performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby, do not: thereby (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event thateach case, with or without the giving of notice or lapse of time time, or both) will not, would directly or indirectly, (i) violate the provisions of any of the Charter Documents of Buyer, (ii) violate or constitute a default, an event of default underor an event creating rights of acceleration, result in the acceleration termination, cancellation, imposition of additional obligations or create in loss of rights under any party Contract (A) to which Buyer is a party, (B) of which Buyer is a beneficiary or (C) by which Buyer or its respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Buyer, or give any Governmental Entity or other Person the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which challenge any of the Transferred Assets are subject (including transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any Transferred Contract); remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (div) result in the creation or imposition of any material Encumbrance Liens (other than Permitted Encumbrances on Liens) upon any of the Transferred Purchased Assets. Except as set forth , except in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration each such case where such violation or filing with, Lien would not reasonably be expected materially to impair or notice to, any Governmental Authority is required by or with respect delay the ability of Buyer to any Seller in connection with the execution and delivery of perform its obligations under this Agreement or any the Ancillary Agreements. Section 5.3(a) of the Ancillary Agreements Buyer Disclosure Schedule sets forth all consents, waivers, assignments and the consummation other approvals and actions of any kind that are necessary for Buyer to consummate the transactions contemplated hereby and therebyhereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Transferors of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby do not and thereby, do will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation formation, limited liability agreement, by-laws or bylaws of Sellers or the other organizational documents of Transferors or the Purchased SubsidiaryCompanies; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Transferors or the Transferred AssetsCompanies; (c) except as set forth in Schedule 4.03Section 4.05 of the Company Disclosure Schedules, or as otherwise required by the terms of this Agreement, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller any Transferor or the Purchased Subsidiary any Company is a party or by which such Seller, the Purchased Subsidiary any Transferor or the Business any Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Companies, except (i) where such violation, default or breach would not result in a Material Adverse Effect; (ii) those consents, notices or other actions required by reasons of the regulatory status, licensing, or regulatory operations of any entity comprising the Company; (iii) any consents, notices or other actions related to any actions which are contemplated under this Agreement with respect to the Cannabis Permits; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompanies. Except as set sets forth in Schedule 4.03Section 4.05(b) of the Company Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Transferors or the Companies in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyhereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Company of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Articles of incorporation Organization, Bylaws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryCompany (“Company Charter Documents”); (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsCompany; (c) except as set forth in Schedule 4.03Section 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Company is a party or by which such Seller, the Purchased Subsidiary or the Business Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including or any Transferred Contract)Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for (i) the filing of the Articles of Merger with the Secretary of the Commonwealth of the Commonwealth of Massachusetts (ii) the CCC’s approval of a change of control/ownership with respect to the Licenses, and (iii) applicable approvals from the Town of Holliston.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Sellers of this Agreement by each of Parent and Seller do not, and the execution and delivery of each Ancillary Agreements Agreement to which it is a party, the performance by Parent and Seller of its obligations hereunder and thereunder and the consummation by Parent and Seller of the transactions contemplated hereby and therebythereby (in each case, do with or without the giving of notice or lapse of time, or both), will not: , directly or indirectly, (ai) result in a violation or breach violate the provisions of any provision of the certificate Charter Documents of incorporation Parent or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (cii) except as set forth in Schedule 4.03Section 4.3(a) of the Seller Disclosure Schedule, require the consent, notice violate or other action by any Person under, conflict with, result in a violation or breach of, constitute a default, an event of default under or an event thatcreating rights of acceleration, with termination, cancellation, imposition of additional obligations or without notice loss of rights under any Assigned Contract or lapse other material Contract to which Parent, Seller or any of time or boththe Purchased Assets are bound and subject, would constitute a default under, result in the acceleration of or create each case in any party material respect, (iii) violate or conflict with any Law, Authorization or Order applicable to Parent or Seller, or give any Governmental Entity or other Person the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which challenge any of the Transferred Assets are subject (including transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any Transferred Contract); remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, in each case in any material respect, or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Liens upon any of the Transferred Purchased Assets. Except as set Section 4.3(a) of the Seller Disclosure Schedule sets forth in Schedule 4.03all material consents, no material consentwaivers, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is assignments and other approvals and actions that are required by or with respect to any Seller in connection with the execution and delivery of transactions contemplated by this Agreement or under any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyAssigned Contract (collectively, “Consents”).

No Conflicts; Consents. The executionExcept as set forth on Schedule 3.3, neither the execution and delivery and performance by Sellers of this Agreement and the Ancillary Agreements other Seller Transaction Documents, nor the assignment of the Purchased Assets or consummation of the other transactions contemplated hereby and thereby will (a) violate, or be in conflict with, any provision of any organizational document of Seller or of any applicable law binding upon or applicable to Seller, or any of the Purchased Assets; (b) violate, conflict with, or give rise to any right of termination, cancellation, increase in obligations, imposition of fees or penalties under, any debt, note, bond, indenture, mortgage, lien, lease, license, instrument, contract, commitment or other agreement, or order, arbitration award, judgment or decree, to which Seller is a party or by which it is a partybound or to which the Purchased Assets is subject; (c) result in the creation or imposition of any Encumbrance or third party right upon any of the Purchased Assets; or (d) result in the loss of, or otherwise adversely affect or impair, any ownership rights of Seller or Buyer in any of the Purchased Assets. Except as set forth on Schedule 3.3, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or third party is required in connection with the execution or delivery of this Agreement and the other Seller Transaction Documents or the consummation of the transactions contemplated hereby and thereby, do not: except for recordation of the IP Assignment and other suitable patent and trademark assignment documents in the U.S. Patent & Trademark Office (athe “USPTO”) result in a violation or breach and any comparable foreign patent offices (such recordation together with the consent of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (bparties identified on Schedule 3.3, other than counterparties with respect to items identified on Annex 1.1(b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Sellerother than item 1 and item 2, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except “Required Approvals”). Except as expressly set forth in Schedule 4.03the Assigned Contracts, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Sellerneither this Agreement, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and Transaction Documents nor the consummation of the transactions contemplated hereby and thereby, including the assignment to Buyer of any Assigned Contracts, will result in (i) Buyer granting to any third party any right to or with respect to any Intellectual Property in the MyPRS Assay; (ii) Buyer being bound by, or subject to, any non-compete or other restriction on the operation or scope of its business; or (iii) Buyer being obligated to pay any royalties or other amounts to any person in excess of those payable by Seller prior to the Closing Date.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements Documents by a Seller to which it is a party, and 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, or default under, any provision of the certificate of incorporation, bylaws, operating agreement, or other organizational documents of such Seller; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a any material violation or breach of any provision of any Law or Governmental Order applicable to any such Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the written consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The Except as set forth in Section 3.03 of the Disclosure Schedules (which shall include a detailed listing and description of all approvals required from Applicable Insurance Departments and any and all other requirements under Applicable Insurance Codes, including all Insurance Approvals), (a) the execution, delivery and performance by Sellers any Company of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) subject to, in the case of FSH, obtaining the Requisite Member Vote with respect to the Merger, conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation formation, articles of organization, articles of incorporation, limited liability company agreement, operating agreement, bylaws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiarysuch Company, as applicable (such Company’s “Organizational Documents”); (bii) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assetssuch Company; (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary such Company is a party or by which such Seller, the Purchased Subsidiary or the Business Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of such Company; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03any properties or assets of such Company, and (b) no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach breach, of any provision of any Law or Governmental Order applicable to any such Seller, the Purchased Subsidiary, the 17173 Business or the Transferred Purchased Assets, except where the conflict, violation or breach would not, individually or in the aggregate, have a Material Adverse Effect; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the 17173 Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); , except where the conflict, violation, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not, individually or in the aggregate, have a Material Adverse Effect, or (d) result in the creation or imposition of any material Encumbrance Encumbrances other than Permitted Encumbrances on upon any of the Transferred AssetsPurchased Assets or any assets or properties of such Seller. Except as set forth in Schedule 4.03, no material consentNo Consent, approval, Permit, Permit or Governmental Order, declaration or filing with, or notice to, to any Governmental Authority is required by or with respect to any Seller the Sellers in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under PRC law and such Consents, approvals, Permits, Governmental Orders, declarations, filings or notices, the failure to obtain which, in the aggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery delivery, and performance by Sellers Seller of this Agreement and the Ancillary Agreements documents to which it is a partybe delivered hereunder, and 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, or default under, any provision in the organizational and governing documents of Seller; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation any Order or bylaws of Sellers Law applicable to Seller or the organizational documents any of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Acquired Assets; (c) except as set forth in on Schedule 4.034.3, require the consent, notice notice, approval, Permit, waiver, authorization, or other action by by, to, or from any Person under, conflict with, result in a material violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify modify, or cancel any Material Contract that constitutes a Transferred obligation or loss of any material benefit under any Contract or a material Permit other instrument to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Acquired Assets are subject (including any Transferred Contract)subject; or (d) result in the creation or imposition of any material Encumbrance on the Acquired Assets other than Permitted Encumbrances on the Transferred AssetsEncumbrances. Except as set forth in on Schedule 4.034.3, no material consent, notice, approval, Permit, Governmental Order, declaration or filing withwaiver, or notice to, authorization is required to be obtained by Seller from any Person or Governmental Authority is required by or with respect to any Seller in connection with the execution execution, delivery, and delivery performance by Seller of this Agreement or any of and the Ancillary Agreements documents hereunder and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery delivery, and performance by Sellers Seller of this Agreement and the Ancillary Agreements documents to which it is a partybe delivered hereunder, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation violate or breach of any provision of conflict with the certificate of incorporation formation, operating agreement, or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) result in a material violation violate or breach of conflict with any provision of any Law judgment, order, decree, statute, law, ordinance, rule, or Governmental Order regulation applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a violation or breach of, constitute a default under or an event that, (with or without notice or lapse of time or both) any violation of, would or default under, or give rise to a right of termination, acceleration, or modification of, any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; (d) result in any violation, conflict with, or constitute a default under, result in under the acceleration operating agreements of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject Management Companies as of the date hereof (including any Transferred Contract)the “Existing Operating Agreements”) or such Management Companies’ other organizational documents; or (de) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsMembership Interests. Except as set forth disclosed in Schedule 4.03Section 2.02 of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing withwaiver, or notice to, any Governmental Authority authorization is required to be obtained by or with respect to Seller from any Seller Person in connection with the execution execution, delivery, and delivery performance by Seller of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby. For purposes of this Agreement, the term “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. The term “Disclosure Schedules” means the Disclosure Schedules delivered by the Seller and therebyBuyer concurrently with the execution, closing, and delivery of this Agreement.

No Conflicts; Consents. The Subject to the receipt of the Purchaser Parent Shareholder Approval, the execution, delivery and performance by Sellers Purchaser Parent and Purchaser of this Agreement and the each Ancillary Agreements Implementing Agreement by Purchaser Parent, Purchaser or a Purchaser Designated Affiliate party to which it is a partysuch Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and therebythereby by Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, do not: not and will not (a) result in a violation or breach of violate any provision of the certificate articles of incorporation association or bylaws of Sellers or the equivalent organizational documents of the Purchased Subsidiary; Purchaser Parent, Purchaser or any of their Affiliates, (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable subject to any Seller, obtaining the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as consents set forth in Schedule 4.03, require Section 5.4 of the consent, notice or other action by any Person under, conflict withPurchaser Parent Disclosure Letter, result in a violation of, or breach ofrequire the consent of any Person pursuant to, or conflict with, constitute a default under under, or an event thatresult in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of (or to the loss of any benefit of) Purchaser Parent, would Purchaser or any of their Affiliates under any Purchaser Material Contract or Purchaser Real Property Lease, or result in the imposition of a Lien on any assets, properties or rights, other than Purchaser Permitted Liens, relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, or (c) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default under, result in the acceleration of or create in under any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, PermitLaw, Governmental Order, declaration Authorization or filing with, or notice to, other restriction of any Governmental Authority to which Purchaser Parent, Purchaser or any of their Affiliates is required by or subject, except, with respect to any Seller clauses (b) and (c), as would not, individually or in connection with the execution and delivery of this Agreement aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent Purchaser 79 Parent, Purchaser or any of Purchaser Designated Affiliate from consummating the Ancillary Agreements and Closing prior to the consummation of the transactions contemplated hereby and therebyOutside Date.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do does not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person Person, other than the consent of Amazon to the transfer of the Amazon Account, which is expected to be obtained as part of the Migration Process, under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any of the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and therebythereby other than the consent of Amazon to the transfer of the Amazon Account. Without limiting the generality of the foregoing, except for Buyer pursuant hereto, there are no agreements, options, commitments, or rights with, of or to any Person to purchase or otherwise acquire any of the Purchased Assets or ay interests therein.

No Conflicts; Consents. The (a) Except as set forth on Section 4.03(a) of the Disclosure Schedules, the execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (bii) other than compliance with any applicable requirements of each of the HSR Act and Section 14(c) of the Exchange Act, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryBusiness, the Business or the Transferred Purchased Assets; (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject subject; (including any Transferred Contract); or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material or (v) require any consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby or thereby, except, in the cases of clauses (ii) and thereby(v), for such conflicts, violations or breaches that would not have, or such consents, approvals, Permits, Governmental Orders, declarations or filings, notices or other actions the failure of which to obtain or make would not have, a Material Adverse Effect.

No Conflicts; Consents. The executionExcept as set forth in Section 3.3 of the Disclosure Schedule and as required by the HSR Act, no notice to or filing with, and no Permit or consent of any Governmental Authority or any other Person is necessary or required to be obtained, made or given by C&C or the C&C Sellers in connection with the execution and delivery and performance by C&C or the C&C Sellers of this Agreement and any of the Ancillary Agreements to which it is they are a party, the performance by C&C and the C&C Sellers of their respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby. The execution and delivery by C&C and the C&C Sellers of this Agreement and each of the Ancillary Agreements to which they are a party does not, do and the consummation of the transactions contemplated hereby and thereby will not: (ai) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other shareholder agreements of C&C; (ii) conflict with or result in a violation or breach of any provision of any Law, Permit or Order applicable to C&C, the certificate of incorporation or bylaws of C&C Sellers or the organizational documents of the C&C Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract any, material contract, agreement or a material Permit understanding to which a Seller or the Purchased Subsidiary C&C Sellers is a party or by which such Seller, the Purchased Subsidiary C&C or the Business of C&C is or may be bound or to which any of the Transferred C&C Purchased Assets are subject (including any Transferred Contract)or may be subject; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred C&C Purchased Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; , (c) except as set forth in Schedule 4.03on Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Contract); subject, or (d) result in the imposition or creation or imposition of any material Encumbrance other than Permitted Encumbrances on upon or with respect to any of the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, other than any disclosure obligations promulgated under the Securities Laws or any listing agreement with or rules promulgated by a national securities exchange.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiaryeach such Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any each such Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules and except for non-material Permits, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary any of Sellers is a party or by which such Seller, the Purchased Subsidiary any of Sellers or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no No material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any each Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except as set forth in Section 4.03 of the Disclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a any Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary any Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller and the Company of this Agreement and Agreement, the Ancillary Agreements to which it is a party, other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, thereby do not and will not: (a) result in a violation or breach of any provision of the Organizational Documents of Seller or the Company, including the certificate of incorporation formation or bylaws limited liability company agreement of Sellers or the organizational documents of the Purchased Subsidiaryeach entity; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller or the Transferred AssetsCompany or any of their respective properties or assets; or (c) except as set forth in Schedule 4.03Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the give rise to any right of termination, cancellation or acceleration of any right or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a obligation of Seller or the Purchased Subsidiary is Company under, or give rise to a party or by loss of any benefit to which such Seller, the Purchased Subsidiary Seller or the Business Company is bound entitled under any provision of, any agreement or to which any of other instrument binding upon Seller or the Transferred Assets are subject (including any Transferred Contract); Company, or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any ACTIVE 209289734v.13 asset of the Transferred AssetsCompany, except, in the case of each of clauses (b) through (d), as would not have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Company in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, except for (x) such filings as may be required under the HSR Act or any other competition or anti-trust related legal or regulatory requirements of a foreign jurisdiction, commission or governing body and thereby(y) any such consents, approvals, Permits, Governmental Orders, declarations, filing or notices the absence of which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of Seller, the Purchased Company or any Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Company or any Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03Section 3.05 of the Disclosure Schedules and subject to Section 5.10, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany or any Subsidiary. Except as set forth in Schedule 4.03Section 3.05 of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority (“Government Consent”) is required by or with respect to Seller, the Company or any Seller Subsidiary in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Government Consents which, in the aggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution1.4.1 Except as set forth in Schedule 1.4.1, the execution and delivery and performance by Sellers the Company of this Agreement and the of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby Merger and thereby, do not: the other Transactions will not (ai) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person undercontravene, conflict with, or result in a any violation of or breach of, constitute a default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, (ii) give rise to a right of termination cancelation or acceleration of any obligation under, (iii) give rise to materially increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or (iv) result in the acceleration creation of any lien upon any of the properties or create in assets of the Company or any party Company Subsidiary under, any provision of (A) the right to accelerateCompany Charter or the charter or organizational documents of any Company Subsidiary, terminate, modify or cancel (B) any other Material Contract that constitutes a Transferred Contract or a material Permit any Company Benefit Plan to which a Seller the Company or the Purchased any Company Subsidiary is a party or by which such Sellerany of their respective properties or assets is bound, or (C) subject to the Purchased filings and other matters referred to in Section 1.4.1, any Judgment or Law applicable to the Company or any Company Subsidiary or the Business is bound their respective properties or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result assets, except in the creation cases of clauses (B) and (C) for contraventions, conflicts, violations, or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsdefaults that would not have a Company Material Adverse Effect. Except as set forth in Schedule 4.03, no material 1.4.2 No consent, approval, Permitwaiver, Governmental Orderlicense, declaration permit, franchise, authorization or filing withJudgment (“Consent”) of, or notice toregistration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Authority Entity is required to be obtained or made by the Company or with respect to any Seller Company Subsidiary in connection with the execution execution, delivery and delivery of this performance hereof or any Ancillary Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby Transactions or the 53 ownership by Parent of the Surviving Corporation following the Closing, other than (i) the filing of the Merger Proposal and thereby.the filing of the Merger Notice with the Companies Registrar and all such other filings required under the ICL with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) such Filings and Consents as may be required under the Capital Markets Rules, and (iii) such other Consents and Filings, the failure of which to make or obtain would not reasonably be expected to have a Company Material Adverse Effect. 1.5

No Conflicts; Consents. The execution, delivery and performance by Sellers each of Buyer and Parent of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryBuyer or Parent; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Buyer or the Transferred AssetsParent; or (c) except as set forth in Schedule 4.03Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Buyer or the Purchased Subsidiary Parent is a party or by which such Seller, the Purchased Subsidiary Buyer or the Business Parent is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Contract); material contract) or (d) result in any Permit affecting the creation properties, assets or imposition business of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsBuyer or Parent. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Buyer or Parent in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and therebythereby and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Buyer of this Agreement and the Ancillary Agreements Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (ai) result in a violation or breach of any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryBuyer; (bii) result in a material violation or breach of any provision of any Law or Governmental Order applicable to Buyer, including any Sellerfiling, reporting, or other requirements under the Purchased SubsidiarySecurities Exchange Act, Securities Act, or such Consents, registrations, declarations, notices or filings as may be required under securities or “blue sky laws” of various states in connection with the Business issuance of the CMI Shares; or the Transferred Assets; (ciii) except as set forth in Schedule 4.03, require the consentConsent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of any agreement to which Buyer is a party, except in the cases of clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration or create in any party the right failure to accelerate, terminate, modify give notice or cancel any Material Contract that constitutes a Transferred Contract or obtain Consent would not have a material Permit adverse effect on Buyer’s ability to which a Seller or consummate the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetstransactions contemplated hereby. Except as set forth in Schedule 4.03, no material consentNo Consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Buyer in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Document the Ancillary Documents to which it is or will be party and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain or make such Consents, approvals, Permits, Governmental Orders, declarations, filings or notices would not have a material adverse effect on Xxxxx’s ability to consummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller Party of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of limited partnership or incorporation (as may be the case), by-laws or bylaws of Sellers or the other organizational documents of Seller Party or the Purchased SubsidiaryCompany; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller Party or the Transferred AssetsCompany; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Party or the Purchased Subsidiary Company is a party or by which such Seller, the Purchased Subsidiary Seller Party or the Business Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party or the Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract), provided, however that, in the case of Section 4.03 (b) or (c), excluding any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or that arise as a result of any facts or circumstances caused by Buyer; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act, other than any actions or filings, the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts; Consents. The Except as set forth in Schedule 4.3, the execution, delivery and performance by Sellers each Seller and Seller Parent of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a partyparty do not, and the consummation by each Seller of the transactions contemplated hereby and thereby will not, result in any violation of or default under (with or without notice or lapse of time, or both) any provision of (i) the Organizational Documents of such Seller or Seller Parent, (ii) any Assumed Contract or (iii) any Contract to which such Seller or Seller Parent is a party or by which any of its properties or assets are bound or (iv) any Permit, Order or Law applicable to such Seller or Seller Parent or its properties or assets, except in the cases of clauses (ii), (iii) and (iv) any such matter as would not reasonably be expected to have a material adverse effect on (A) the business, financial condition, assets, properties or results of operations of the Purchased Business, taken as a whole, or (B) the ability of Sellers to consummate the transactions contemplated hereby. Except (i) for filings required under the HSR Act and (ii) as set forth in Schedule 4.3, no Permit of, or registration, declaration or filing with, any Governmental Authority or any other person is required to be obtained or made by or with respect to Sellers or Seller Parent in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, do not: (a) thereby other than any such matter the failure to obtain or make which would not result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsAdverse Effect. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.ASSET PURCHASE AGREEMENT

No Conflicts; Consents. The execution, delivery and performance by Sellers the Acquiree of this Agreement and the Ancillary Agreements Agreement, to which it is a party, and any documents delivered pursuant to this Agreement, and 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 of, or default under, any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents Organizational Documents of the Purchased SubsidiaryAcquiree; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsAcquiree; (c) except as set forth in Schedule 4.03Section 4.3(b)(iv) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Acquiree is a party or by which such Seller, the Purchased Subsidiary or the Business Acquiree is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Acquiree; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsAcquiree. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Acquiree in connection with the execution and delivery of this Agreement or and any of the Ancillary Agreements documents delivered pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby., except for approval of the Acquiree Amalgamation Resolution by the Acquiree Shareholders and such filings as may be set forth on Section 4.3(b)(iv) of the Disclosure Schedules;

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller or an Acquired Entity; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiaryan Acquired Entity, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary an Acquired Entity is a party or by which such Seller, the Purchased Subsidiary an Acquired Entity or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or an Acquired Entity in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and the New Jersey Bulk Sales Act (NJSA 54:50-38 (2016)).

No Conflicts; Consents. The Except as set forth in Schedule 4.3, the execution, delivery and performance by Sellers each Seller and Seller Parent of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a partyparty do not, and the consummation by each Seller of the transactions contemplated hereby and thereby will not, result in any violation of or default under (with or without notice or lapse of time, or both) any provision of (i) the Organizational Documents of such Seller or Seller Parent, (ii) any Assumed Contract or (iii) any Contract to which such Seller or Seller Parent is a party or by which any of its properties or assets are bound or (iv) any Permit, Order or Law applicable to such Seller or Seller Parent or its properties or assets, except in the cases of clauses (ii), (iii) and (iv) any such matter as would not reasonably be expected to have a material adverse effect on (A) the business, financial condition, assets, properties or results of operations of the Purchased Business, taken as a whole, or (B) the ability of Sellers to consummate the transactions contemplated hereby. Except (i) for filings required under the HSR Act and (ii) as set forth in Schedule 4.3, no Permit of, or registration, declaration or filing with, any Governmental Authority or any other person is required to be obtained or made by or with respect to Sellers or Seller Parent in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby, do not: (a) thereby other than any such matter the failure to obtain or make which would not result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyAdverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements documents to which it is a partybe delivered hereunder, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation violate or breach of any provision of conflict with the certificate of incorporation limited partnership, limited partnership agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) result in a material violation violate or breach of conflict with any provision of any Law judgment, order, decree, statute, law, ordinance, rule or Governmental Order regulation applicable to any Seller, including without limitation that certain order, dated May 13, 2020 (the Purchased Subsidiary“Order”), of the Business United States Bankruptcy Court for the District of Delaware (the “Court”) or the Transferred AssetsPlan of Reorganization for SGR Winddown, Inc. and Affiliated Debtors, dated February 24, 2020 (the “Plan”), as confirmed by the Order; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a violation or breach of, constitute a default under or an event that, (with or without notice or lapse of time or both) any violation of, would or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; (d) result in any violation, conflict with or constitute a default under, result in under the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Company’s organizational documents or the Purchased Subsidiary is a party or by which such SellerAmended and Restated Limited Liability Agreement of the Company, dated February 13, 2020 (as amended, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract“LLC Agreement”); or (de) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsMembership Interests. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration waiver or filing withauthorization is required to be obtained by Seller from any person or entity (including without limitation pursuant to the Plan, or notice to, from the Court or any Governmental Authority is required by or with respect to any Seller other governmental authority) in connection with the execution execution, delivery and delivery performance by Seller of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, except as required by Article X and therebyArticle XIII of the LLC Agreement.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller, the Stockholder and J. Xxxxxx of this Agreement and the Ancillary Agreements other Transaction Documents to which it each is a party, and the consummation by Seller, the Stockholder and J. Xxxxxx of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate articles of incorporation of Seller (as amended to date), the by-laws of Seller (as amended to date), or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryStockholder or J. Xxxxxx, the Business or the Transferred Purchased Assets; (c) except as set forth in on Schedule 4.034.05 of the Disclosure Schedules, require the consent, notice or other action by or to any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or Seller, the Purchased Subsidiary Stockholder and J. Xxxxxx is a party or by which such Seller, the Purchased Subsidiary Stockholder, J. Xxxxxx or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03To the Knowledge of Seller, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Seller, the Stockholder or J. Xxxxxx in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers any of the Seller Parties of this Agreement and the Ancillary Agreements Documents to which it any Seller Party is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiarya Seller Party, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller and Parent of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller or Parent; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryParent, the Commercial Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Parent is a party or by which such Seller, the Purchased Subsidiary Seller or the Business Parent is bound or to which the Commercial Business or any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by 9 DM3\7875356.18 or with respect to any Seller or Parent in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller and the Principal Stockholders of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, except as set forth in Section 4.04 of the Disclosure Schedules: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, bylaws, or bylaws other organizational document of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, Seller or the Purchased SubsidiaryStockholders, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would could constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Stockholders is a party or by which such Seller, Seller or the Purchased Subsidiary Stockholders or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Stockholders in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation or breach of any provision of the certificate Organizational Documents of incorporation Seller or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryAcquired Companies; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller or the Transferred AssetsAcquired Companies; or (c) except as set forth in Schedule 4.03Section 3.5 of the Disclosure Schedules, require the consent, notice (including any notice under the Connecticut Transfer Act) or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration of or create in any party the right to accelerateof, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract Contract, except in each case where the violation, breach, conflict, default, acceleration or a material Permit failure to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsgive notice would not be material. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Person is required by or with respect to Seller or any Seller Acquired Company in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, except for (i) such filings as may be required under the HSR Act, (ii) such filings with and therebyapprovals from FERC as set forth in Section 3.5 of the Disclosure Schedules, (iii) as set forth in Section 3.5 of the Disclosure Schedules, and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices the absence of which, in the aggregate, would not be material.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements Related Documents to which it is specified to be a party, as applicable, does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do and compliance by such Seller with the terms hereof and thereof, will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, or result in the acceleration creation of any Lien upon any of the properties or create in assets of such Seller under, any party provision of (i) the right to acceleratecertificate of incorporation or by-laws (or equivalent organizational documents) of such Seller, terminate(ii) except as set forth on Schedule 3.03, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary any of its properties or the Business assets is bound or (iii) any Judgment or Law applicable to which such Seller or its properties or assets, other than any of the Transferred Assets are subject (including any Transferred Contract); such items that have not had and would not reasonably be expected to have, individually or (d) result in the creation aggregate, a Sellers Material Adverse Effect. No material consent of, or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to any Seller in connection with the execution execution, delivery and delivery performance of this Agreement and the Related Documents to which they are specified to be parties, as applicable, or any of the Ancillary Agreements and the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (A) compliance with the ECMR, (B) compliance with the requirements under the FATA, (C) other Required Regulatory Approvals, and (D) those that may be required solely by reason of NN’s or Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Target Company of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate articles of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryTarget Company (“Target Company Charter Documents”); (bii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsTarget Company; (ciii) except as set forth in Schedule 4.03Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Target Company is a party or by which such Seller, the Purchased Subsidiary or the Business Target Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Target Company; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsTarget Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Target Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.3 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03Section 4.3 of the Disclosure Schedule, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The Except as set forth on Section 4.04 of the Disclosure Schedules, the execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate articles of incorporation association or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a either Seller or the Purchased Subsidiary Aran is a party or by which such Seller, the Purchased Subsidiary Seller or Aran or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, execution and delivery by each of Holdco and performance by Sellers Purchaser of this Agreement does not, the execution and the delivery by each of Holdco and Purchaser of each Ancillary Agreements Agreement to which it is specified to be a partyparty will not, and the consummation of the transactions contemplated hereby and thereby, do and compliance by each of Holdco and Purchaser with the terms hereof and thereof will not: (a) , conflict with or result in a any breach, violation of or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; default (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation under, or result in the acceleration creation of any Lien upon any of the material properties or create in assets of any party of Holdco or Purchaser (as the right to acceleratecase may be) under, terminateany provision of (a) the Governing Documents of Holdco or Purchaser (as the case may be), modify or cancel (b) any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Holdco or Purchaser (as the Purchased Subsidiary case may be) is a party or by which such Seller, the Purchased Subsidiary its properties or the Business assets is bound or (c) any Judgment or Applicable Law applicable to which any of Holdco or Purchaser (as the Transferred Assets are subject (including any Transferred Contract); case may be) or (d) result its properties or assets, other than, in the creation case of clauses (b) and (c) above, any such items that, individually or imposition of any material Encumbrance other than Permitted Encumbrances on in the Transferred Assetsaggregate, have not had and could not reasonably be expected to have a Purchaser Material Adverse Effect. Except as set forth in Schedule 4.03, no No material consent, approval, Permitlicense, Governmental Orderpermit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to any Seller Holdco or Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement to which it is specified to be a party or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act and the Applicable Competition Laws and (ii) those set forth in Section 5.3(ii) of the Holdco/Ikaria Disclosure Schedule. In making this representation, Holdco and Purchaser are relying on the accuracy of the representations of (x) each of the Seller and Seller Guarantor in Section 3.3 of this Agreement and (y) Seller in Section 4.3 of this Agreement.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any either Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a either Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary either Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.. Section 4.04

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebythereby by Sellers, and not by any actions of Buyer, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, such Seller or the Purchased Subsidiary, the Business or the Transferred Assets; (cb) except as set forth in Schedule 4.03Section 4.4 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, Seller or the Purchased Subsidiary or the Business is Assets are bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (dc) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except Other than as set forth in Schedule 4.03Section 4.4 of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, or consent from, any Governmental Authority is required by or with respect to any a Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The Except as expressly set forth on Schedule 4.03 of the Disclosure Schedules, the execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements Transaction Documents to which it any of Seller is a party, and the consummation by Seller of the transactions contemplated hereby and therebyby the Transaction Documents, do not: will not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien upon any of the Purchased Assets under, (iv) give any third party the right to modify, terminate or accelerate any Assumed Liability or other liability or obligation of Seller under, (v) result in a violation of, or breach (vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any governmental entity pursuant to the Seller’s Certificate of Formation or Seller Operating Agreement, or any agreement, instrument or other document, or any legal requirement which Seller, or any of Seller’s assets are subject. Without limiting the generality of the foregoing, except as set forth on Schedule 4.03 of the Disclosure Schedules, neither Seller, any of their respective Affiliates has entered into any agreement, or is bound by any obligation of any provision kind whatsoever, directly or indirectly to transfer or dispose of the certificate (whether by sale of incorporation stock or bylaws of Sellers assets, assignment, merger, consolidation or the organizational documents of the Purchased Subsidiary; (botherwise) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; Purchased Assets (cor any substantial portion thereof) except as set forth in Schedule 4.03to any person or entity other than the Purchaser, require the consent, notice and neither Seller have entered into any agreement or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition obligation of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, kind whatsoever to issue any Governmental Authority is required by or with respect capital stock of Seller to any Seller in connection with the execution and delivery of this Agreement person or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyentity.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it Seller is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03Section 3.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business Seller is bound or to which any of the Transferred Assets its respective properties and assets are subject (including any Transferred Contract)subject; or (d) result in the creation or imposition of any material Encumbrance other on any properties or assets of the Seller. Other than Permitted Encumbrances on the Transferred Assets. Except Transaction License and associated reports required to be filed by Buyer as set forth in Schedule 4.03the licensee, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for compliance with the Transaction License. As used herein, “Disclosure Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

No Conflicts; Consents. The execution, delivery and performance by Sellers Target of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, bylaws or bylaws other Target Charter Documents or any resolution adopted by the governing body or owners of Sellers or the organizational documents of the Purchased SubsidiaryTarget; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerTarget, the Purchased SubsidiaryTarget Ownership Interests, the Business or the Transferred AssetsTarget’s assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Target Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Target is a party or by which such Seller, the Purchased Subsidiary or the Business Target is bound or to which any of the Transferred Assets its assets are subject (including any Transferred Material Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Target’s assets or the Transferred AssetsTarget Ownership Interests. Except as set forth in Schedule 4.03Other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Target in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Transaction Documents to which it Seller is a party, and the consummation of the transactions contemplated hereby and therebythereby and (b) the execution, delivery and performance by each Seller Subsidiary of the Transaction Documents to which such Seller Subsidiary is a party, and the consummation of the transactions contemplated thereby do not and will not: (ai) result in a violation or breach of or conflict with any provision of the certificate of incorporation or bylaws by-laws (or equivalent organizational documents) of Sellers Seller or the organizational documents Seller Subsidiaries, as applicable, in each case, amended to the date of the Purchased Subsidiarythis Agreement; (bii) create any Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset; (iii) result in a material violation or material breach of or material conflict with any provision of any Law or Governmental Order applicable to any Seller, any of the Purchased SubsidiarySeller Subsidiaries, the Joe’s Business or the Transferred Purchased Assets; or (civ) except as set forth in Schedule 4.03Section 4.03 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, (with or without due notice or lapse of time or both, would constitute ) a default under, under or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel obligation under any Material Assigned Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller(collectively, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract“Consents”); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03Section 4.03 of the Seller Disclosure Letter, no material consent, approval, Permit, or Governmental OrderOrder of, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any of the Seller Subsidiaries in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a party, by Seller and the consummation of the transactions contemplated hereby and thereby, thereby do not: not and will not (ai) result in a violation or breach of violate any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (bii) result in a material violation or breach of any provision of any Law or Governmental Order applicable subject to any Seller, obtaining the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth consents referred to in Schedule 4.03, require 4.3 of the consent, notice or other action by any Person underSeller Disclosure Schedules, conflict with, or result in a violation or the breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the termination, cancellation or acceleration (whether after the giving of notice or create in the lapse of time or both) of any party the right or obligation of Seller under, or to accelerate, terminate, modify or cancel a loss of any Material Contract that constitutes a Transferred Contract or a material Permit benefit to which a Seller or is entitled under, any Assumed Contract; and (iii) assuming compliance with the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as matters set forth in Schedule 4.03Sections 4.4 and 5.5, no material consent, approval, Permit, Governmental Order, declaration violate or filing with, result in a breach of or notice to, constitute a default under any Law or other restriction of any Governmental Authority to which Seller is required by or subject; except, with respect to clauses (ii) and (iii), for any Seller in connection violations, breaches, conflicts, defaults, terminations, cancellations or accelerations as would not reasonably be expected to be material to the Business, Purchased Assets or the Products. Confidential Materials Omitted and Filed Separately with the execution Securities and delivery Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.1933, as amended. Confidential Portions are marked: [***]

No Conflicts; Consents. The execution, delivery and performance by Sellers P3K of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate Organizational Documents of incorporation P3K or bylaws of Sellers or the organizational documents of the Purchased Subsidiaryany Acquired Company; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to P3K or any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsAcquired Company; (c) except as set forth in Schedule 4.03Section 4.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller P3K or the Purchased Subsidiary any Acquired Company is a party or by which such Seller, the Purchased Subsidiary P3K or the Business any Acquired Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the Software Platform or the properties, assets or business of any Acquired Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsSoftware Platform or any properties or assets of any Acquired Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller P3K or a Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a partyDocuments, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws, or bylaws of Sellers or the other organizational documents of the Purchased Subsidiaryany Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryBusiness, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a any Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary any Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred assigned Material Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers IPS of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryIPS; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsIPS; (c) except as set forth in Schedule 4.03Section 3.01(d) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary IPS is a party or by which such Seller, the Purchased Subsidiary or the Business IPS is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of IPS; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsany properties or assets of IPS. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller IPS in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements and Documents or the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03on Section 4.03(c) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract), except, with respect to any Permit, in the case where its breach, default, acceleration, termination, modification, expiration or cancellation would not have or be reasonably likely to have a Seller Material Adverse Effect; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements other Transaction Documents to which it is Seller will be a party, party by Seller and the consummation of the Transaction and the other transactions contemplated hereby and thereby, thereby by Seller do not: not and will not (a) result in a violation violate or breach of conflict with any provision of the certificate of incorporation or bylaws of Sellers Seller or violate or conflict with in any material respects the comparable organizational documents of any of the other Seller Entities or any of the Purchased Subsidiary; Companies (or any Subsidiary thereof), (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable subject to any Seller, obtaining the Purchased Subsidiary, the Business consents or the Transferred Assets; (c) except as delivery of notices set forth in Schedule 4.03, require Section 3.4(b) of the consent, notice or other action by any Person underSeller Disclosure Schedules, conflict with, result in a violation or breach of, constitute a default under under, or an event thatresult in the breach or termination, cancellation, modification or acceleration (with or without the giving of notice or the lapse of time or both) of any right or obligation of the Seller Entities or the Purchased Companies (or any Subsidiary thereof) under, would or to a loss of any benefit of the Business to which the Seller Entities or the Purchased Companies (or their Subsidiaries) are entitled under any Material Contract or Business Permit, and (c) assuming compliance with the matters set forth in Section 3.5 and Section 4.4, violate or result in a breach of or constitute a default under, result in the acceleration under any Law or other restriction of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or Governmental Entity to which any of the Transferred Assets are subject Seller Entity or Purchased Company (including any Transferred Contract)or Subsidiary thereof) is subject; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03except, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller clauses (b) and (c), as would not (i) reasonably be expected, individually or in connection with the execution and delivery of this Agreement or any of aggregate, to be material to the Ancillary Agreements Business and the consummation Purchased Companies (and their Subsidiaries), taken as a whole and (ii) prevent or materially delay the ability of Seller to timely consummate the transactions contemplated hereby and therebyTransaction.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Transferor of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryTransferor; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryTransferor, the Business or the Transferred AssetsAcquired Assets in any material respect; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Transferor is a party or by which such Seller, the Purchased Subsidiary Transferor or the Business is bound or to which any of the Transferred Acquired Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Acquired Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Transferor in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except as set forth in Section 4.03 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices that are not material to the ownership or operation of Business or the Acquired Assets.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySellers; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiarySellers, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Sellers is a party or by which such Seller, the Purchased Subsidiary Sellers or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Sellers in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The (a) Except as set forth in Schedule 3.03, the execution, delivery and performance by Sellers each of Seller, AGA-USA, and AGA of this Agreement do not, the execution, delivery and the Ancillary Agreements performance by each of Seller and AGA-USA of each other Transaction Document to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby Transactions and thereby, do not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any compliance by Seller, AGA-USA and AGA with the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, terms hereof and thereof will not conflict with, or result in a any violation of or breach of, constitute a default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the acceleration creation of any Lien upon the Purchased Shares or create in any party of the right to accelerateproperties or assets of Seller, terminateAGA-USA or AGA under, modify any provision of (i) the certificate of incorporation or cancel by-laws (or equivalent governing documents) of Seller, AGA-USA or AGA, (ii) any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Seller, AGA-USA or the Purchased Subsidiary AGA is a party or by which such Seller, the Purchased Subsidiary any of its properties or the Business assets is bound or to which (iii) any of the Transferred Assets are subject (including any Transferred Contract); judgment, order, decree, writ, ruling, injunction, award, settlement or (d) result in the creation stipulation issued, promulgated or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required entered into by or with respect any Governmental Entity or competent arbitral tribunal (“Judgment”) or applicable statute, code, law, ordinance, rule, regulation, procedure or governmental guideline or interpretation having the force of law enacted, adopted promulgated, applied or following by any Governmental Entity, including any Judgment (“Applicable Law”) applicable to Seller, AGA-USA or AGA or their respective properties or assets, other than in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyMaterial Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Company and the Seller Parties of this Agreement and the Ancillary Agreements to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents Governing Documents of the Purchased SubsidiarySeller Parties, the Company or DP-NXA; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerSeller Parties, the Purchased Subsidiary, the Business Company or the Transferred AssetsDP-NXA; (c) except as set forth in Schedule 4.03Section 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any Material Contract that constitutes a Transferred Contract or a material Permit to which a any Seller Party, the Company or the Purchased Subsidiary DP-NXA is a party party, or by which such Sellerany Seller Party, the Purchased Subsidiary Company or the Business DP-NXA is bound bound, or to which any of their respective properties and assets or the Transferred Assets Interests are subject (including any Transferred Material Contract), or any Permit affecting the properties, assets or business of the Company or DP-NXA; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any of the Transferred AssetsInterests or any properties or assets of the Company or DP-NXA. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party, the Company or any Suibsidiary in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation formation, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers CTP of this Agreement and the Ancillary Agreements Transaction Documents to which it CTP is a party, and the consummation of the transactions contemplated hereby and therebythereby and the consummation of the transactions contemplated by the MTA, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryCTP; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerCTP, the Purchased Subsidiary, Company or any Subsidiary of the Business Company or the Transferred AssetsCTP; or (c) except as set forth in Schedule 4.03Section 3.02 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, give rise to any right of termination or acceleration with respect to (with or without notice or the lapse of time or boththe giving of notice) of any (i) Material Contract or (ii) any other Contract, would constitute a default under, result except in the acceleration case of clause (ii) where the violation, breach, conflict, default, acceleration, termination or create in any party the right failure to accelerategive notice would not, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsaggregate, have a Material Adverse Effect. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration declaration, registration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller CTP in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements other Transaction Documents to which CTP is a party and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act or any other Antitrust Law and as set forth in Section 3.02 of the Disclosure Schedule and such consents, approvals, Permits, Governmental Orders, declarations, registrations, filings or notices the failure of which to be obtained or made would not, individually or in the aggregate, be material to the Transportation Products Business as conducted by CTP.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate articles of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03on Section 4.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by the Sellers of this Agreement and the Ancillary Agreements to which it is they are a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiaryany Acquired Company; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsAcquired Company; (c) except as set forth in Schedule 4.03Section 4.04 of the Disclosure Schedule, require the consentconsent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary any Acquired Company is a party or by which such Seller, the Purchased Subsidiary or the Business any Acquired Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of any Acquired Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsany Equity Interests or any Encumbrance on any properties or assets of any Acquired Company. Except as set forth in Schedule 4.03Section 4.04 of the Disclosure Schedule, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or any Acquired Company in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and or the consummation of the transactions contemplated hereby and or thereby.

No Conflicts; Consents. The execution, execution and delivery and performance by Sellers the Seller of this Agreement do not, the execution and the delivery by each Transferor of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do thereby and compliance by the Transferors with the terms hereof and thereof will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the acceleration creation of any Lien upon any of the assets or create in properties of the Transferors or the Business under, any party provision of (a) the right to acceleratecertificate of incorporation or formation, terminateby-laws or other organizational documents of the Transferors or any Transferred Entity, modify (b) any material written contract, lease, sublease, license, indenture, bond, debenture, note, mortgage, guarantee, instrument, agreement, deed of trust, conditional sales contract or cancel any Material Contract that constitutes other legally binding arrangement, together with modifications and amendments thereto (each, a Transferred Contract or a material Permit “Contract”), to which a Seller any Transferor or the Purchased Subsidiary any Transferred Entity is a party or by which such Sellerany of the Transferor’s or the Business’s assets or properties is bound or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, the Purchased Subsidiary any material judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation or decree (each, a “Judgment”) or material statute, law (including common law), ordinance, code, rule or regulation of a Governmental Entity (each, a “Law”) applicable to any Transferor or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); their assets or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsproperties. Except as set forth in Schedule 4.03, no material No consent, approval, Permitlicense, Governmental Orderpermit, order or authorization (each, a “Consent”) of, or registration, declaration or filing with, any national, state, county, local, municipal or notice toother government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality (each, a “Governmental Authority Entity”) is required to be obtained or made by or with respect to any Seller Transferor in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby., other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and compliance with and filings and approvals under applicable foreign merger control or competition Laws (the “Foreign Merger Control Laws”), (B) consents and approvals required for the assignment or novation of, or pursuant to “change in control” provisions in, governmental contracts, (C) compliance with and filings under the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130 (“ITAR”), (D) compliance with and filings and notifications under applicable Environmental Laws, including Sections 22a-134 through 22a-134(e) of the Connecticut General Statutes, commonly referred to as the Connecticut Property Transfer Law (the “CPTL”), (E) compliance with and filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (F) compliance with and filings or notices required by the rules and regulations of the New York Stock Exchange (the “NYSE”) and (G) those that may be required solely by reason of the Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements. Table of Contents

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and 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 of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a any Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary any Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and therebythereby (it being understood that Buyer will be required to apply for certain Permits in order to be able to conduct the Business after the Closing).

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, Business as currently conducted at or on the Business Acquired Facilities or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03on Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Assigned Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract)Permit; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03on Section 4.03 of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The Except as set forth on Schedule 3.05 hereof, the execution, delivery and performance by Sellers the Seller and the Company of this Agreement and the Ancillary Agreements other Transaction Documents to which it is they are a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryCompany; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller or the Transferred AssetsCompany; (c) except as set forth in Schedule 4.03, does not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is Company are a party or by which such Seller, the Purchased Subsidiary Seller or the Business is Company are bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except with respect to the Buyer’s filings with the Securities and Exchange Commission (“SEC”).

No Conflicts; Consents. The execution, delivery and performance by Sellers Licensor of this Agreement and the Ancillary Agreements Documents to which it is a party, and 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 of, or default under, any provision of the certificate of incorporation incorporation, bylaws, stockholders’ agreement, or bylaws of Sellers or the other organizational documents of the Purchased Licensor or any Subsidiary; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Licensor, any Seller, the Purchased Subsidiary, the Wireless Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, in any Material Contract that constitutes a Transferred material respect, any Contract or a material Permit to which a Seller Licensor or the Purchased any Subsidiary is a party or by which such SellerLicensor, the Purchased Subsidiary any Subsidiary, or the Wireless Business is bound or to which any of the Transferred Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than on the Assets except for Permitted Encumbrances on or as otherwise expressly contemplated in this Agreement or the Transferred AssetsAncillary Documents. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Licensor or any Seller Subsidiary in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The (a) Except as set forth in Section 5.4(a) of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 5.4(b), Section 4.4(b) and Section 6.3(b) have been obtained or made, or have expired, the execution, delivery and performance by Sellers of this Agreement and the Ancillary other Transaction Agreements to which it is a party, by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, do not: thereby will not (ai) result in a violation or breach of violate any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any applicable Law or Governmental Order applicable to any Sellerwhich the Company or its Subsidiaries are subject, the Purchased Subsidiary(ii) with or without notice, the Business lapse of time or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person underboth, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration acceleration, termination or cancellation of or create in any party the right to accelerate, terminate, modify terminate or cancel any Company Material Contract that constitutes a Transferred Contract or a result in the loss of any material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Sellerbenefit under any Company Material Contract, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (diii) result in the creation or imposition of any material Encumbrance (other than any Permitted Encumbrances Encumbrance) on any properties, rights or assets of the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement Company or any of the Ancillary Agreements Company’s Subsidiaries or (iv) violate the certificate of incorporation or bylaws or comparable governing documents, each as amended to the date of this Agreement, of the Company or any of its Subsidiaries, other than, in the case of clauses (i), (ii) and (iii) above, any such violations, conflicts, breaches, defaults, accelerations, terminations, cancellations, rights or Encumbrances that would not reasonably be expected, individually or in the aggregate, to (A) be material to the Company and its Subsidiaries, taken as a whole and (B) materially impair or delay the Company’s ability to perform its obligations under this Agreement and the consummation of other Transaction Agreements or consummate the transactions contemplated hereby and or thereby.

No Conflicts; Consents. The execution, execution and delivery and performance by Sellers any Transferred Entity of this each Ancillary Agreement and the Ancillary Agreements to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby thereby and thereby, do not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or compliance by the Transferred Assets; (c) except as set forth in Schedule 4.03, require Entities with the consent, notice or other action by any Person underterms thereof will not, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the acceleration creation of any Lien upon any of the assets or create in properties of the Business or any party Transferred Entity under, any provision of (a) the right to acceleratecertificate of incorporation or formation, terminateby-laws or other organizational documents of any Transferred Entity, modify or cancel (b) any Material material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary any Transferred Entity is a party or by which such Seller, any of the Purchased Subsidiary Business’s assets or the Business properties is bound or (c) subject to which the governmental filings and other matters referred to in the immediately following sentence, any material Judgment or material Law applicable to the Business or any Transferred Entity or any of the Transferred Assets are subject (including any Transferred Contract); their assets or (d) result in the creation properties. No Consent of, or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to the Business or any Seller Transferred Entity in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby., other than (A) compliance with and filings under the HSR Act and compliance with and filings and approvals under Foreign Merger Control Laws, (B) consents and approvals required for the assignment or novation of, or pursuant to “change in control” provisions in, governmental contracts, (C) compliance with and filings under ITAR, (D) compliance with and filings and notifications under applicable Environmental Laws, including the CPTL, (E) those that may be required solely by reason of the Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements and (F) the filing of the relevant instruments in the requisite jurisdictions in order to create or perfect Liens granted to secure the indebtedness and other obligations incurred as a result of the consummation of the Debt Financing. Table of Contents

No Conflicts; Consents. The execution, execution and delivery and performance by Sellers the Seller of this Agreement do not, the execution and the delivery by each Transferor of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do thereby and compliance by the Transferors with the terms hereof and thereof will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the acceleration creation of any Lien upon any of the assets or create in properties of the Transferors or the Business under, any party provision of (a) the right to acceleratecertificate of incorporation or formation, terminateby-laws or other organizational documents of the Transferors or any Transferred Entity, modify (b) any material written contract, lease, sublease, license, indenture, bond, debenture, note, mortgage, guarantee, instrument, agreement, deed of trust, conditional sales contract or cancel any Material Contract that constitutes other legally binding arrangement, together with modifications and amendments thereto (each, a Transferred Contract or a material Permit “Contract”), to which a Seller any Transferor or the Purchased Subsidiary any Transferred Entity is a party or by which such Sellerany of the Transferor’s or the Business’s assets or properties is bound or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, the Purchased Subsidiary any material judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation or decree (each, a “Judgment”) or material statute, law (including common law), ordinance, code, rule or regulation of a Governmental Entity (each, a “Law”) applicable to any Transferor or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); their assets or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsproperties. Except as set forth in Schedule 4.03, no material No consent, approval, Permitlicense, Governmental Orderpermit, order or authorization (each, a “Consent”) of, or registration, declaration or filing with, any national, state, county, local, municipal or notice toother government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality (each, a “Governmental Authority Entity”) is required to be obtained or made by or with respect to any Seller Transferor in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and compliance with and filings and approvals under applicable foreign merger control or competition Laws (the “Foreign Merger Control Laws”), (B) consents and approvals required for the assignment or novation of, or pursuant to “change in control” provisions in, governmental contracts, (C) compliance with and filings under the International Traffic in Arms Regulations, 22 C.F.R. Parts 000- 000 (“XXXX”), (X) compliance with and filings and notifications under applicable Environmental Laws, including Sections 22a-134 through 22a-l34(e) of the Connecticut General Statutes, commonly referred to as the Connecticut Property Transfer Law (the “CPTL”), (E) compliance with and filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (F) compliance with and filings or notices required by the rules and regulations of the New York Stock Exchange (the “NYSE”) and (G) those that may be required solely by reason of the Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a party, other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do not: without limitation, the issuance of the Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will not (ai) result in a violation or breach of any provision of the certificate Articles of incorporation Incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; Bylaws, (bii) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under (or an event that, that with or without notice or lapse of time or both, both would constitute become a default default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in the acceleration a violation of any law, rule, regulation, order, judgment or create in decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit self-regulatory organizations to which a Seller either the Company or its securities are subject) applicable to the Purchased Subsidiary is a party Company or any of its Subsidiaries or by which such Seller, any property or asset of the Purchased Subsidiary Company or the Business any of its Subsidiaries is bound or affected (except, with respect to which any clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the performance of the Transferred Assets are subject Company’s obligations under the Registration Rights Agreement, (including any Transferred Contract); x) for the filing of a Form D with the SEC, or (dy) result in as may be required for compliance with applicable state securities or “blue sky” laws, the creation or imposition of Company is not required to obtain any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permitauthorization or order of, Governmental Order, declaration or make any filing or registration with, any court or notice togovernmental agency or any regulatory or self-regulatory agency or other third party (including, any Governmental Authority is required by or with respect without limitation, pursuant to any Seller Material Contract (as defined in connection with the execution and delivery Section 6(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Ancillary Agreements and other Transaction Documents, other than the consummation approval of its shareholders for the authorization of the transactions contemplated hereby and therebyPreferred Stock.

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including without limitation the Charter Amendment, the Pre-Merger Purchase, and the Short-Form Merger, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation or bylaws of Sellers the Company Parent (“Company Parent Charter”), or the by-laws or other organizational documents of the Purchased SubsidiaryCompany Parent (together with the Company Parent Charter, the “Company Parent Charter Documents”); (bii) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract)Company Parent; or (diii ) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany Parent. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any such Seller or the Company Parent in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The executionExcept as set forth on Schedule 4.3, neither the execution and delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a partyor any Transaction Document, and nor the consummation of the transactions contemplated hereby and or thereby, do not: will (ai) result in a violation violate or breach conflict with, or require the consent of any person or entity under, or any provision of the certificate Sellers' formation or governing documents, as amended; (ii) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, permit, decree, ruling, charge, or other restriction of incorporation any government, governmental agency, court or bylaws arbitrator to which any of the Sellers or the organizational documents any of the Purchased Subsidiarytheir respective assets are subject; (biii) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under (or an event that, with or without notice or lapse of time or both, would both result in a breach of or constitute a default underdefault), result in the acceleration of or of, create in any party the right to accelerate, terminate, modify modify, or cancel cancel, or require any Material Contract that constitutes a Transferred Contract notice or a material Permit consent under any agreement, contract, lease, license, instrument, or other arrangement to which a Seller or any of the Purchased Subsidiary Sellers is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets their respective assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Lien upon any of the Transferred Assets. Except as set forth Credit Card Assets or the Equipment), except for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, failures to give notice, consents or Liens that would not result in Schedule 4.03a Sellers Material Adverse Effect; (iv) except for the approval of the Federal Trade Commission (the "FTC"), no material consentthe Antitrust Division of the Department of Justice (the "DOJ") and federal banking regulators, approvalrequire the Sellers to give any notice to, Permit, Governmental Order, declaration or make any filing with, or notice toobtain any authorization, consent, or approval of any Governmental Authority is required government or governmental agency, creditor or other third party in order to consummate the transactions contemplated by this Agreement and to the Sellers' knowledge there are no pending regulatory actions or with respect agreements pertaining to the Sellers that would delay or prevent such approvals; or (v) require the Sellers to obtain any consent from any party to any Seller Contract in connection with the execution and delivery assignment of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebysuch Contract hereunder.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Target Company of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation formation, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryTarget Company (“Target Company Charter Documents”); (bii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsTarget Company; (ciii) except as set forth in Schedule 4.03Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Target Company is a party or by which such Seller, the Purchased Subsidiary or the Business Target Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Target Company; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsTarget Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Target Company in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Xxxxx and Guarantor of this Agreement and the Ancillary Agreements other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (ai) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer of Guarantor; (ii) assuming compliance with the matters referred to in Section 4.02(b) conflict with or result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law applicable Laws or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Buyer or the Transferred AssetsGuarantor; or (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Buyer or the Purchased Subsidiary Guarantor is a party or by which such Seller, the Purchased Subsidiary Buyer or the Business is Guarantor are bound or to which any of the Transferred Assets their properties and assets are subject or any Permit affecting the properties, assets or business of Buyer or Guarantor, except, in the case of clause (including iii) above, for any Transferred Contract); such matter that, individually or (d) in the aggregate, has not and would not reasonably be expected to result in material Liability to Buyer or Guarantor or materially impair the creation operations of Buyer or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration Guarantor or filing with, prevent or notice to, any Governmental Authority is required by materially delay Buyer or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of Guarantor from consummating the transactions contemplated hereby and therebyby this Agreement.