Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by a Seller of this Agreement, the Assignment Agreement and the other Transaction Documents to which it is a partyAncillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby, do thereby will not and will not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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, any of the material terms, conditions or create in any party the right to accelerate, terminate, modify or cancel provisions of any Contract or Permit to which any Seller or the Company is a party or by which Seller, the Company, or any of them is bound or to which any material portion of their respective properties and assets are subject bound, (including c) violate in any Material Contract) material respect any applicable Law or any Permit affecting Order binding upon or applicable to Seller, the propertiesCompany, assets the Interests, or business any portion of the Company; Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien other than Permitted Liens on upon the Interests or any properties or assets of the CompanyTransferred Assets, except give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the cases of clauses (c) and (d), where Interests or the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectTransferred Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, Consent of any Governmental Authority Entity or any other Person is required to be obtained by or with respect to Sellers or the Company Seller in connection with the execution execution, delivery and delivery performance of this Agreement and the Assignment and the other Transaction Documents and Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby and or thereby, except for such filings as may be required under (i) in connection with the HSR Act and as set forth in Section 3.05 transfer of the Disclosure Schedules and such consents, approvals, Existing Permits, Governmental Orders, declarations, filings or notices with respect to which (ii) the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectRequired Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment Agreement and the other Transaction Documents 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 Organizational Documents certificate of such incorporation, by-laws or other organizational documents of Seller, to the extent such Seller is an entity, Company or the Companyany Subsidiary; (b) conflict with or result in a violation or breach of any provision of any Law judgment, order, decree, statute, law, ordinance, rule or Governmental Order regulation applicable to Sellers Seller or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or Seller, the Company or any Subsidiary is a party or by which any of them Seller or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Companysubject; or (d) result in the creation or imposition of any Lien other than Permitted Liens Encumbrance on the Securities or any properties or assets of the Company, except Company or any Subsidiary; or (e) result in the cases loss or impairment of, diminish or detract from, or interfere with the value, use or ownership of clauses (c) and (d)any properties or assets of Seller, where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice Company or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectany Subsidiary. No consent, approval, Permit, Governmental Order, declaration waiver or filing with, or notice to, any Governmental Authority authorization is required to be obtained by or with respect to Sellers Seller or the Company or any Subsidiary from any Person in connection with the execution execution, delivery and delivery performance by Seller of this Agreement and the Assignment and the other Transaction Documents documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The execution(a) Except for any notices, filings, consents or approvals set forth in Section 4.3(a) of the Disclosure Schedule, the execution and delivery and performance by a Seller of this Agreement, the Assignment Agreement and the other Transaction Documents to which it such Seller is a party, party and the consummation by such Seller of the transactions contemplated hereby and thereby, thereby do not and will not: not (ai) result in a violation or breach of, or default under, violate the provisions of any of the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (bii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or breach of, constitute a default or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, result in give rise to a right of termination, modification or cancellation under, or accelerate the acceleration of or create in performance required under, any party the right to accelerate, terminate, modify or cancel any material Contract to which any such Seller or the Company is a party or by which any properties or assets of them is bound or such Seller are bound, (iii) violate any applicable Law to which any of their respective properties and assets are subject (including any Material Contract) such Seller or any Permit affecting the propertiesproperty or asset of such Seller is subject, assets or business of the Company; or (div) result in the creation or imposition of any Lien other than Permitted Liens on upon any properties or assets of the CompanyAssets or any property or asset of such Seller, except in the cases case of clauses (cii), (iii) and (d), iv) where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice such violation or Lien would notnot be material to such Seller or impair or delay in any material respect the ability of such Seller to perform its obligations under this Agreement or consummate the transactions contemplated hereby. (b) Except for any filings that may be required to comply with the HSR Act and any foreign antitrust and competition Law and as set forth in Section 4.3(b) of the Disclosure Schedule, individually no Authorization or in the aggregateOrder of, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to any Governmental Entity, or authorization, approval or consent of, or notice to, any Governmental Authority other Person is required by such Seller, the Company or with respect to Sellers or the any other Target Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consentsAuthorizations, approvalsOrders, Permits, Governmental Ordersregistrations, declarations, filings or and notices with respect to which the failure to obtain, individually make or in the aggregate, give would not have or reasonably be expected to have a Material Adverse Effect(i) be material to any Seller or (ii) materially impair or delay such Seller’s ability to perform its obligations under this Agreement.

No Conflicts; Consents. The executionExcept for such consents, approvals and waivers as have been obtained prior to the Closing and are set forth in Schedule 2.3 (the “Seller Required Consents”), each of the Seller’s execution and delivery and performance by a Seller of this Agreement, Agreement and each of the Assignment and the other Transaction Documents Related Document to which it each is a party, party and the consummation of the transactions contemplated hereby and thereby, Transactions by each of the Sellers do not and will not: : (a) result in a violation conflict with or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice approval, ratification, waiver or other action by authorization of any Person under any provisions of the Charter Documents of any Seller Entity; (b) violate any provision of, or require any Governmental Approval under, any Law or Order applicable to any Seller Entity or to which any of their respective assets are subject except where the violation would not, individually or in the aggregate, have a Material Adverse Effect; (c) (i) conflict with, result in a violation breach or breach termination of, constitute a default under, or constitute an event that, that with or without notice or lapse of time time, or both, would constitute a default under, result in accelerate, or permit the acceleration of the performance required by, or create in (ii) require any party the right to accelerateconsent, terminateapproval, modify ratification, waiver, or cancel other authorization under or otherwise give any Contract Person additional rights under, any Contract, instrument or understanding to which any Seller or the Company Entity is a party Party or by which any of them its respective assets is bound or to which any that is necessary for operation of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Companyany Seller Entity as currently conducted by such Seller Entity; or or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties Encumbrance upon the Acquired Interests or the assets of any Seller Entity, or impair the Company, except authority or ability of any Seller Entity to carry on its business in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority same manner as it is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effectpresently being conducted.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Seller do not, the Assignment and the other Transaction Documents execution and delivery of each Ancillary Agreement to which it each member of the Seller Group is or will be a party, the performance by Seller and each member of the Seller Group of its obligations hereunder and thereunder and the consummation by Seller and each member of the Seller Group of the transactions contemplated hereby and therebythereby (in each case, do not and 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 of, or default under, violate the Organizational provisions of any of the Charter Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 member of the Disclosure SchedulesSeller Group, require the consent, notice (ii) violate or other action by any Person under, conflict with, result in a violation or breach of, constitute a default, an event of default or an event thatcreating rights of acceleration, with termination, cancellation, imposition of additional obligations or without notice or lapse loss 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 rights under any Contract (A) to which any member of the Seller or the Company Group is a party party, (B) of which any member of the Seller Group is a beneficiary or (C) by which any member of them is bound the Seller Group or to which any of their respective properties and assets are subject is bound, (including iii) violate or conflict with any Material Contract) Law, Authorization or Order applicable to any Permit affecting the properties, assets or business member of the Company; Seller Group, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any 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 Lien Liens (other than Permitted Liens on Liens) upon any properties or assets of the Companyassets owned or used by any member of the Seller Group, except other than, in the cases case of clauses (cii), (iii) and (div), where the conflict, for any such violation, breachconflict, default, acceleration, termination, modification, cancellation, failure to give notice acceleration, right, loss or Lien that would notnot reasonably be expected to have, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Section 4.3(a) of the Seller Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any Material Contract to which any member of the Seller Group is a party (collectively, “Consents”) in order (x) in the case of Material Contracts that are not Assigned Contracts, to preserve all rights and benefits of the Seller Group thereunder and (y) in the case of Material Contracts that are Assigned Contracts, to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of the Seller Group thereunder without any impairment or alteration whatsoever (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person, is required by or with respect to Sellers or any member of the Company Seller Group in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Authorizations, Consents, registrations, declarations, filings and notices as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectOther Antitrust Laws.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Purchaser of this Agreement, the Assignment Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty does not, and the performance by the Purchaser of its 39 obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebythereby (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , directly or indirectly, (ai) result in a violation violate or breach of, or default under, conflict with the provisions of any of the Organizational Documents of such Sellerthe Purchaser or (ii) violate any Law, Order or other restriction of any Governmental Entity to which the extent such Seller is Purchaser may be subject or (iii) violate, breach, conflict with or constitute a default, an entityevent of default, or the Company; an event creating any additional rights (b) including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a violation or breach loss of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default underrights, result in the acceleration creation of any Lien or create in any party require a consent or the right to acceleratedelivery of notice, terminate, modify or cancel under any Contract or Permit applicable to the Purchaser or to which any Seller or the Company Purchaser is a party or by which any of them the Purchaser is bound or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companysubject, except in the cases case of clauses (cii) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien iii) which would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. No consentimpair or delay in any material respect the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements. (b) Except for the requirements of the HSR Act, approval, Permit, Governmental Order, declaration or filing with, or the Purchaser is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority is required by or with respect Entity in order for the parties to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of consummate the transactions contemplated hereby and therebyby the Ancillary Agreements, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which where the failure to obtain, individually or in the aggregate, do so would not have or reasonably be expected to have a Material Adverse Effectimpair or delay in any material respect the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Conflicts; Consents. The execution, delivery and performance by a Seller Cakewalk of this Agreement, the Assignment Agreement and the each other Transaction Documents Document to which it is or will be a party, and party or the consummation of the transactions contemplated hereby and thereby, do Contemplated Transactions does not and will not: not (ai) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of violate any provision of any Law or Governmental Order applicable to Sellers the Articles of Organization or the CompanyAmended and Restated Operating Agreement (or comparable instruments) of Cakewalk; (cii) except for any filings that may be required by applicable securities laws, require Cakewalk or any other Affiliate of Cakewalk to obtain any material consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except as set forth in Section 3.05 of the Disclosure Scheduleson Schedule 2.2 ("Cakewalk Required Consents"); (iii) if Cakewalk Required Consents are obtained prior to Closing, require the consent, notice or other action by any Person underviolate, conflict with, with or result in a violation breach or breach of, constitute a default or an event that, with or without under (after the giving of notice or lapse the passage of time or both), would constitute a default underor permit the termination of, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract of a type required to be listed on Schedule 2.8 to which any Seller or the Company Cakewalk is a party or by which it or any of them is its assets may be bound or to which any of their respective properties and assets are subject (including any Material Contract) subject, or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on upon the Assets pursuant to the terms of any properties such Contract; (iv) if Cakewalk Required Consents are obtained prior to Closing, violate any Law or assets Order of any Governmental Body against, or binding upon, Cakewalk or upon the CompanyAssets or the Business; or (v) if Cakewalk Required Consents are obtained prior to Closing, violate or result in the revocation or suspension of any Permit, except in the cases of clauses where (cA) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainobtain any Cakewalk Required Consent, individually or in the aggregate(B) any violation, breach or default that would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Buyer do not, the Assignment and the other Transaction Documents execution and delivery of the Ancillary Agreements to which it Buyer is a party, party and the consummation of the transactions contemplated hereby and thereby, do not and thereby will not: , (ai) result in violate the provisions of any of the Charter Documents of Buyer, (ii) violate any Contract to which Buyer is a violation or breach ofparty, (iii) to the knowledge of Buyer, violate any Law of any Governmental Entity applicable to Buyer on the date hereof, or default under, the Organizational Documents of such Seller, (iv) to the extent such Seller is an entity, or the Company; (b) result in a violation or breach knowledge of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default underBuyer, result in the acceleration creation of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which Liens upon any of them is bound the assets owned or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companyused by Buyer, except in the cases of clauses (c) and (d), each such case where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice such violation or Lien would not, individually or in the aggregate, have or not reasonably be expected materially to have a Material Adverse Effect. impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required by or with respect to Sellers or the Company Buyer in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such Authorizations, Orders, registrations, declarations, filings and notices (i) as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consentsOther Antitrust Laws, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which (ii) the failure to obtain, individually or in the aggregate, obtain which would not have or reasonably be expected to have materially impair the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which Buyer is a Material Adverse Effectparty.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by the Company does not, the Assignment and the other execution and delivery by the Company of each Other Transaction Documents Document to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance with the terms hereof and thereof will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default 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 the Company under, any party the right to accelerateprovision of: (i) its certificate of incorporation or bylaws, terminate, modify or cancel (ii) any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any its properties or assets of are bound or (iii) any judgment, order, or decree, or, subject to the Companymatters referred to in paragraph (b) below, except Applicable Law, other than, in the cases case of clauses (cii) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice toiii) above, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainitems that, individually or in the aggregate, would not have or be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the ability of the Company to consummate the Transaction. (b) To the knowledge of the Company, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, other than: (i) those that may be required solely by reason of Parent’s (as opposed to any other third party’s) participation in the transactions contemplated hereby or by the Other Transaction Documents; and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the ability of the Company to consummate the Transaction.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with Neither the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and Ancillary Agreements by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby and thereby, except for such filings as nor compliance by Purchaser with any of the provisions hereof and thereof, will (i) conflict with or result in a breach of any provisions of the articles of incorporation, by-laws or other governing documents of Purchaser, (ii) constitute or result in the breach or violation of any term, condition or provision of, or constitute a default under (without regard to requirements of notice, passage of time or elections of any Person), or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property of Purchaser, pursuant to any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which it is a party or by which Purchaser may be required under subject, or (iii) violate any Order, Permit or Law applicable to Purchaser or give any third party or Governmental Authority the HSR Act and as set forth in Section 3.05 right to revoke, withdraw, suspend, cancel, terminate or modify any Permit held by Purchaser, or (iv) give any Person the right to challenge any of the Disclosure Schedules transactions contemplated by this Agreement and such consents, approvals, Permits, Governmental Orders, declarations, filings the Ancillary Agreements or notices with respect to exercise any remedies or obtain any relief under any Laws or Orders to which Purchaser may be subject. (b) No Consent is necessary for the failure to obtain, individually consummation by Purchaser of the transactions contemplated by this Agreement or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectAncillary Agreements.

No Conflicts; Consents. (a) The executionexecution and delivery by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement does not, delivery and the performance by a Seller it of this Agreement, the Assignment its obligations hereunder and the other Transaction Documents to which it is a party, thereunder and the consummation of the transactions contemplated hereby Merger and therebythe other Transactions will not (i) contravene, do not and will not: (a) conflict with, or result in a any violation or breach of, of any provision of the Memorandum of Association or default under, the Organizational Documents Bye-laws of such Seller, to the extent such Seller is an entity, Parent or the CompanyMerger Sub; (bii) assuming compliance with the matters referred to in Section 4.03(b), contravene, conflict with or result in a violation or breach of any provision of any Law or Governmental Order Law, in each case, applicable to Sellers Parent or the CompanyMerger Sub or their respective properties or assets; (ciii) except as set forth assuming compliance with the matters referred to in Section 3.05 of the Disclosure Schedules4.03(b), require the consent, notice any payment to or consent or other action by by, or notice to, any Person under, conflict with, result in a violation or breach of, constitute a breach or default (or constitute an event that, with or without notice or lapse of time or both, would constitute a default breach or default) under, result in or cause or permit the termination, cancellation, acceleration or other change of any right or create in obligation or the loss of any party the right benefit to accelerate, terminate, modify which Parent or cancel Merger Sub is entitled under any provision of any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets of Parent or business of the CompanyMerger Sub; or (div) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets asset of the CompanyParent or Merger Sub, except with only such exceptions, in the cases case of each of clauses (ciii) and through (div), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure as would not reasonably be expected to give notice or Lien would nothave, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect. . (b) No Permit of or from (including any consent, approval, Permitorder or authorization of, Governmental Orderor registration, declaration or filing made to or with, or notice to, ) any Governmental Authority Entity is required to be obtained or made by or with respect to Sellers Parent or the Company Merger Sub in connection with the execution and delivery of this Agreement and or the Assignment and the other Transaction Documents and Statutory Merger Agreement, its performance of its obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby Merger and therebythe other Transactions, except for such filings as may be required under other than (i) (A) the HSR Act filing by Parent and as set forth in Section 3.05 Merger Sub of the Disclosure Schedules Schedule 13E-3, and (B) such consentsother compliance as is required by Parent and Merger Sub with the Exchange Act, approvalsthe Securities Act, Permits, Governmental Orders, declarations, filings or notices and the rules and regulations thereunder; (ii) executing and delivering the Statutory Merger Agreement; (iii) the filing of the Merger Application with respect the Registrar pursuant to which the failure to obtainBermuda Companies Act; and (iv) such other matters that, individually or in the aggregate, have not had and would not have or reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. The Neither the execution, delivery and performance by a Seller Buyer of this Agreement or any Ancillary Agreement, the Assignment and the other Transaction Documents to which it is a party, and nor the consummation of the transactions contemplated hereby and or thereby, do not and will not: will: (a) violate or conflict with any of Buyer’s Governing Documents; (b) violate any Law or Order applicable to Buyer, except for any such violations that would not have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or arise as a result in a violation of any facts or breach of, circumstances relating to Seller or default under, its Affiliates; (c) other than the Organizational Documents of such SellerBuyer Required Regulatory Approvals and, to the extent such Seller is an entityprovided in Section 7.1(g), the LNG Facility Regulatory Determination, require any declaration, filing, or registration by Buyer or any of its Affiliates with, or notice by Buyer or any of its Affiliates to, or authorization, consent, or approval with respect to Buyer or any of its Affiliates of, any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the Company; failure of which to obtain or make would not have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or (bii) that arise as a result in a violation or breach of any provision of any Law facts or Governmental Order applicable circumstances relating to Sellers Seller or the Companyits Affiliates; or (cd) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or breach of, constitute a default require any consent or an event thatapproval of, or (with or without notice or lapse of time or both, would ) constitute a default underdefault, result in the acceleration give rise to any right of modification, acceleration, payment, cancellation or create in termination under or pursuant to any party the right to accelerateloan agreement, terminatenote, modify bond, mortgage, indenture, or cancel any Contract other material instrument or agreement to which any Seller Buyer or the Company its Affiliates is a party or by which Buyer or any of them is bound its Affiliates or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companymay be bound, except in the cases of clauses (c) and (d)for any such violations, where the conflictconflicts, violationbreaches, breachconsents, defaultapprovals, acceleration, termination, modification, cancellation, failure to give notice defaults or Lien other occurrences that would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect material adverse effect on the ability of Buyer to Sellers or the Company in connection with the execution and delivery of perform its obligations under this Agreement and the Assignment and the other Transaction Documents and the consummation of or consummate the transactions contemplated hereby and thereby, except for such filings on a timely basis or arise as may be required under the HSR Act and as set forth in Section 3.05 a result of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings any facts or notices with respect circumstances relating to which the failure to obtain, individually Seller or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effectits Affiliates.

No Conflicts; Consents. The execution, delivery and performance by a Seller the Company of this Agreement, the Assignment Agreement and the other applicable Transaction Documents to which it is a partyDocuments, and the consummation of the transactions Transactions contemplated hereby hereunder and therebythereunder, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents certificate of such Sellerformation, to certificate of incorporation, limited liability agreement, by-laws or other organizational documents of the extent such Seller is an entity, or the CompanyCompanies; (b) except as set forth in Section 4.05 of the Company Disclosure Schedules and except with respect to the illegality of cannabis under United States federal law, conflict with, or result in a violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to Sellers any of the Companies; or the Company; (c) except as set forth in Section 3.05 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 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 Contract to which any Seller or of the Company Companies is a party or by which any of them the Companies is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the CompanyCompanies, except in the cases of clauses (ci) and (d), where the conflict, such violation, default or breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregateaggregate with any other violations, have defaults or reasonably be expected to have breaches, would not result in a Company Material Adverse Effect; (ii) for those consents, notices or other actions, the failure to give or obtain such consent, notice or take such other action would not result in a Company Material Adverse Effect; or (iii) that are the Company Cannabis Consents. No Except as set forth in Section 4.05 of the Company Disclosure Schedules or as otherwise required by the terms of this Agreement, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or any of the Company Companies in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Seller does not, the Assignment and the other Transaction Documents execution and delivery of each Ancillary Agreement to which it Seller is, or is specified to be, a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and therebythereby (in each case, do not and 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 of, or default under, violate the Organizational provisions of any of the Charter Documents of such Seller, to the extent such Seller is an entity, (ii) violate or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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, an event of default or an event thatcreating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract (A) to which Seller is a party, (B) of which Seller is a beneficiary or (C) by which Seller or any of its respective assets is bound, (iii) violate or conflict with any Law, Authorization or without notice Order applicable to Seller, or lapse of time give any Governmental Entity or both, would constitute a default under, result in the acceleration of or create in any party other Person the right to accelerate, terminate, modify or cancel challenge any Contract to which any Seller of the transactions contemplated by this Agreement or the Company is a party or by which any of them is bound Ancillary Agreements or to which exercise any of their respective properties and assets are subject (including remedy, obtain any Material Contract) relief under or revoke or otherwise modify any Permit affecting the propertiesrights held under, assets any such Law, Authorization or business of the Company; Order, or (div) result in the creation or imposition of any Lien other than Permitted Liens on upon any properties or assets of the Companyassets owned or used by Seller. Section 4.3 (a) of the Seller Disclosure Schedule sets forth all consents, except waivers, assignments and other approvals and actions that are required in connection with the cases of clauses transactions contemplated by this Agreement under the Assigned Contracts (c) and (dcollectively, “Consents”), where the conflictin order to sell, violationassign, breachtransfer, defaultconvey and deliver to, accelerationBuyer all rights and benefits of Seller thereunder without any impairment or alteration whatsoever. (b) No Authorization or Order of, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person, is required by or with respect to Sellers or the Company Seller in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except Except as set forth in Section 3.05 2.05(a) of the Company Disclosure SchedulesLetter, require the consentexecution and delivery by Seller of this Agreement do not, notice or and the performance of this Agreement, including the consummation of the Acquisition and the other action transactions contemplated hereby and compliance by any Person underSeller with the terms hereof will not, (1) conflict with, constitute or result in a any violation or breach of, constitute a of or default 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 (other than Permitted Liens) upon any of the properties or create in assets of any party Company under, any provision of (i) the right to acceleratecertificate of incorporation, terminatebylaws or other Organizational Documents of Seller or any Company, modify or cancel (ii) any Material Contract to which any Seller or the Company is a party or by which any of them its properties or assets is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesbound, assets or business of the Company; or (diii) any Law applicable to any Company or its properties or assets, other than in each case any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, or (2) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of any Company. (b) Except as set forth on Section 2.05(b) of the CompanyCompany Disclosure Letter, no notice to, or Consent of, any Person, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Seller or any Company in connection with Seller’s execution, delivery and performance of this Agreement or Seller’s consummation of the Acquisition or the other transactions contemplated hereby except in the cases of clauses (c) and (d)for such Consents, where the conflictregistrations, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice declarations or Lien would notfilings which, individually or in the aggregate, have or not had and would not reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by each member of the Bear Group, the Assignment and the other Transaction Documents execution and delivery of each Ancillary Agreement to which it each member of the Bear Group is, or is specified to be, a party, does not, and the performance by each member of the Bear Group of its obligations hereunder and thereunder and the consummation by each member of the Bear Group of the transactions contemplated hereby and thereby, do not and will not: thereby (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event thateach case, with or without the giving of notice or lapse of time time, or both), would constitute will not, directly or indirectly, (i) conflict with or violate the (A) to which any member of the Bear Group is a default party or (B) by which any member of the Bear Group or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to any member of the Bear Group, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the acceleration creation of any Liens upon any of the assets owned or create used by any member of the Bear Group, except for any such violations, defaults and events referred to in clause (ii) and for any party such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (iii) and (iv) that would not in the right aggregate be material to acceleratethe Wholesale Business, terminate, modify the Wholesale Purchased Assets or cancel any member of the Bear Group. Section 6.3(a) of the Bear Disclosure Schedule sets forth all Consents that are required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements under any Contract to which any Seller or member of the Company Bear Group is a party or by which any (collectively, “Bear Consents”) in order (i) in the case of them is bound or Contracts that are not Wholesale Assigned Contracts, to which any of their respective properties preserve all material rights and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business benefits of the Company; or Bear Group thereunder and (dii) result in the creation or imposition case of any Lien other than Permitted Liens on any properties or assets Contracts that are Wholesale Assigned Contracts, to sell, assign, transfer, convey and deliver to, Buckeye U.S. all material rights and benefits of the CompanyBear Group thereunder without any material impairment or alteration whatsoever. (b) No Authorization or Order of, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person, is required by or with respect to Sellers or any member of the Company Bear Group in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except for including such Authorizations, Bear Consents, registrations, declarations, filings and notices as may be required under the HSR Act, the Competition Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectOther Antitrust Laws.

No Conflicts; Consents. The executionexecution and delivery by each of Parent, delivery Merger Sub I and performance by a Seller Merger Sub II of this Agreement, the Assignment Agreement and the other Transaction Documents to which it is a party, party and the consummation by each of Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby and thereby, do not and thereby will not: (a) contravene, conflict with or result in a any violation or breach of, or default underof any provision of the Parent Charter Documents, the Organizational Documents of such Seller, to the extent such Seller is an entityMerger Sub I Charter Documents, or the CompanyMerger Sub II Charter Documents, respectively; (b) contravene, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers any of Parent, Merger Sub I or the CompanyMerger Sub II or by which any of its assets or properties is bound; or (c) except as set forth in Section 3.05 of the Disclosure Schedulesrequire any consent, require the consentapproval, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default 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 under any Contract to which any Seller of Parent, Merger Sub I or the Company Merger Sub II is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectparty. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers any of Parent, Merger Sub I or the Company Merger Sub II in connection with the execution execution, delivery and delivery performance of this Agreement and the Assignment and the other Transaction Documents to which it 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 and as set forth in Section 3.05 filing of the Disclosure Schedules Merger I Certificate of Merger and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices the Merger II Certificate of Merger with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectSecretary of State of Delaware.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller Purchaser or an Affiliate of this Agreement, the Assignment and the other Purchaser of each Transaction Documents Agreement to which it is or will be a party, and the consummation of the transactions contemplated hereby Transactions and thereby, do the compliance by Purchaser or an Affiliate of Purchaser with the terms thereof will not and will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default 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 any of the properties or create assets of Purchaser or any of its Affiliates under, (i) the organizational documents of Purchaser or any of its Affiliates or (ii) assuming that the Consents referred to in any party Section 4.03(b) are obtained prior to the right Closing Date and the registrations, declarations and filings referred to acceleratein Section 4.03(b) are made prior to the Closing Date, terminate, modify or cancel (A) any Contract to which Purchaser or any Seller or the Company of its Affiliates is a party or by which any of them their respective properties or assets is bound or (B) any Judgment or applicable Law applicable to which Purchaser or any of its Affiliates or their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesassets, assets or business of the Company; or (d) result other than, in the creation or imposition case of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses clause (cii) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice toabove, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainitems that, individually or in the aggregate, would not have or reasonably be expected to have a Purchaser Material Adverse Effect. (b) No Consent of or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its Affiliates in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements or the consummation of the Transactions, other than (i) the Required Regulatory Approvals, (ii) those that may be required solely by reason of the identity of Seller and the Companies or any of their respective Affiliates (as opposed to any other third Person) and (iii) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts; Consents. The Except as set forth in Section 4.03 of the Disclosure Schedules, the execution, delivery and performance by a Seller Sellers of this Agreement, the Assignment Agreement and the 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, or default under, any provision of the Organizational Documents articles of such organization, by-laws or other organizational documents of any Seller, to the extent such Seller is an entity, or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers any Seller, the Business or the CompanyPurchased Assets; (c) except as set forth in Section 3.05 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 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 or Permit to which Sellers are, or any Seller or the Company is is, a party or by which Sellers are, or any of them Seller or the Business is bound bound, or to which any of their respective properties and assets the Purchased Assets are subject (including any Material Assigned Contract) or any Permit affecting the properties, assets or business of the Company); or (d) result in the creation or imposition of any Lien Encumbrance other than Permitted Liens Encumbrances on any properties or assets the Purchased Assets. Except as set forth in Section 4.03 of the CompanyDisclosure Schedules or with respect to the transfer of the Assigned Permits, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and or any of the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The (a) Subject to receipt of the Consents and Permits, and making of the declarations, filings and notices, referred to in Section 4.2(b), neither the execution, delivery and or performance by a Seller Buyer of this Agreement, the Assignment and the other Transaction Documents Agreement or any Ancillary Agreement to which it Buyer is a party, and nor the consummation of the transactions contemplated hereby and or thereby, do not and will not: will: (ai) result in a material violation or breach of, or default under (with or without notice or lapse of time or both), or require any consent, approval, authorization or other action by or notice to be given to any Person under, any provision of the Organizational Documents of Buyer; (ii) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; under (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both) any Law or Order applicable to Buyer (including its properties or assets); (iii) (A) result in a violation or breach of, would (B) constitute a material default underunder (with or without notice or lapse of time or both), or (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify terminate or cancel any Contract to which any Seller or the Company Buyer is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, Buyer are subject; except in the cases case of clauses (cii) and (d), iii) where the such conflict, violation, breach, defaultevent of default or other result described in such clauses has not been, acceleration, termination, modification, cancellation, failure to give notice or Lien and would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. be, materially adverse to Buyer, and to prevent or materially impede, impair or delay Buyer from consummating the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Buyer from performing its obligations hereunder and thereunder. (b) No consent, approvalConsent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company Buyer in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and or any Ancillary Agreement to which Buyer is a party or the consummation of the transactions contemplated hereby and or thereby, except for such filings as may be required under (i) the HSR Act filing of declarations and as notices with, and receipt of Consents and Permits of, the Governmental Authorities set forth in on Section 3.05 4.2(b) of the Buyer Disclosure Schedules and (ii) such consents, approvalsConsents, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure of which to obtainmake or obtain has not been, individually or in the aggregate, and would not have or reasonably be expected to have a Material Adverse Effectbe, materially adverse to Buyer, and to prevent or materially impede, impair or delay Buyer from consummating the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Buyer from performing its obligations hereunder and thereunder.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Buyer of this Agreement, the Assignment Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty does not, and the performance by the Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebyContemplated Transactions (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , directly or indirectly, (ai) result in a violation violate or breach of, or default under, conflict with the provisions of any of the Organizational Documents of such Sellerthe Buyer or (ii) violate, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underbreach, conflict with, result in a violation with or breach of, constitute a default default, an event of default, or an event thatcreating any additional rights (including rights of amendment, with impairment, suspension, revocation, acceleration, termination or without notice cancellation), imposing of additional obligations or lapse resulting in a Loss of time any rights or bothrequire a consent or the delivery of notice, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel under any Contract (other than the consent of Buyer’s lender under its credit facility, which consent will be obtained as part of the Closing), Law (other than under the HSR Act) or Permit applicable to the Buyer or to which any Seller or the Company Buyer is a party or a beneficiary or by which any of them is bound the Buyer or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companysubject, except in the cases case of clauses clause (cii) and (d)where such violation, where the conflict, violation, breach, default, accelerationevent or other item would not materially impair or delay the ability of the Buyer to perform its obligations under this Agreement and the Ancillary Agreements. (b) No Permit or Order of, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, to any Governmental Authority Person is required by or with respect to Sellers or the Company Buyer in connection with the execution and delivery of this Agreement and the Assignment Ancillary Agreements, the performance of the obligations hereunder and the other Transaction Documents thereunder and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which where the failure to obtain, individually obtain such Permit or in the aggregate, Order would not have materially impair or reasonably be expected delay the ability of the Buyer to have a Material Adverse Effectperform its obligations under this Agreement and the Ancillary Agreements.

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller of this Agreement, the Assignment Agreement and the other Transaction Documents to which it is a partySeller Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not violate or conflict with the articles of incorporation or bylaws of Seller. (b) The execution, delivery and performance by Seller of this Agreement and the other Seller Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (ci) except as set forth in Section 3.05 on Schedule 4.04(b), to Seller’s knowledge, violate or conflict with any Order or Law applicable to Seller or any of the Disclosure Schedules, require the consent, notice or other action by any Person underGroup Companies; (ii) except as set forth on Schedule 4.04(b), conflict with, or result in a violation or breach of, constitute a default or an event that, (with or without notice or lapse of time or both) any violation of, would constitute a or default under, result in the or give rise to a right of termination, acceleration or modification of any obligation or create in loss of any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including benefit under any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (diii) result in the creation or imposition of any Lien other than Permitted Liens on any properties or the assets of the a Group Company, ; except in the cases of clauses (c) and (d), where the conflict, violation, breachconflict, default, termination, acceleration, termination, modification, cancellation, failure to give notice loss of benefit or creation or imposition of any Lien would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. No . (c) Except as set forth on Schedule 4.04(c), neither the Seller nor any Group Company is required to obtain any consent, approval, Permitwaiver, Governmental Orderauthorization or order of, declaration give any notice to, or make any filing with, any Person under any Material Contract or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution execution, delivery and delivery performance by Seller of this Agreement and the Assignment and or the other Transaction Seller Documents and the consummation of the transactions contemplated hereby and or thereby, except for such filings as may be required under where the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and failure to obtain such consents, approvals, Permitswaivers, Governmental Ordersauthorizations, declarations, filings give such notices or notices with respect to which the failure to obtainmake such filings, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by a Seller each of Recruiter and Buyer of this Agreement, the Assignment Agreement and the 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 or breach of, of any provision of the certificate of incorporation or default under, the Organizational Documents by-laws of such Seller, to the extent such Seller is an entity, or the CompanyBuyer; (b) result in a violation or breach of any provision of any Law Law, Governmental Authority or Governmental Order applicable to Sellers each of Recruiter and Buyer; or the Company; (c) except as set forth in Section 3.05 5.02 of the Disclosure Schedules, require the consent, notice or other action by any Person or Governmental Authority 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 Contract agreement to which any Seller or the Company each of Recruiter and Buyer is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companyparty, except in the cases of clauses (cb) and (dc), where the conflict, violation, breach, conflict, default, acceleration, termination, modification, cancellation, acceleration or failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on each of Recruiter’s and Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company each of Recruiter and Buyer in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 5.02 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, that would not have or reasonably be expected a material adverse effect on each of Recruiter’s and Buyer’s ability to have a Material Adverse Effectconsummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. ‌ The execution, delivery and performance by a Seller the Company of this Agreement, the Assignment Agreement and the other applicable Transaction Documents to which it is a partyDocuments, and the consummation of the transactions Transactions contemplated hereby hereunder and therebythereunder, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents certificate of such Sellerformation, to certificate of incorporation, limited liability agreement, by-laws or other organizational documents of the extent such Seller is an entity, or the CompanyCompanies; (b) except as set forth in Section 4.05 of the Company Disclosure Schedules and except with respect to the illegality of cannabis under United States federal law, conflict with, or result in a violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to Sellers any of the Companies; or the Company; (c) except as set forth in Section 3.05 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 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 Contract to which any Seller or of the Company Companies is a party or by which any of them the Companies is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the CompanyCompanies, except in the cases of clauses (ci) and (d), where the conflict, such violation, default or breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregateaggregate with any other violations, have defaults or reasonably be expected to have breaches, would not result in a Company Material Adverse Effect; (ii) for those consents, notices or other actions, the failure to give or obtain such consent, notice or take such other action would not result in a Company Material Adverse Effect; or (iii) that are the Company Cannabis Consents. No Except as set forth in Section 4.05 of the Company Disclosure Schedules or as otherwise required by the terms of this Agreement, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or any of the Company Companies in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller Buyer of this Agreement, the Assignment Agreement and the other Transaction Documents 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, or default underunder any provision of the certificate of incorporation, the Organizational Documents by-laws or other organizational documents of such Seller, to the extent such Seller is an entity, Buyer or the Companyany resolution adopted by its board of directors; (b) conflict in any material respect with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the CompanyBuyer; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any material Contract to which any Seller or the Company Buyer is a party or by which any of them Buyer is bound or to which any of their respective its material properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business businesses of the Company; Buyer or (d) result in the creation or imposition of any Lien other than Permitted Liens material Encumbrance on any material properties or assets of the Company, except in the cases of clauses Buyer. (cb) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, authorization, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company Buyer in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for for: (i) such filings and approvals as may be required under (A) the HSR Antitrust Laws, (B) the Securities Act, (C) the Exchange Act and as set forth in Section 3.05 (D) the rules of the Disclosure Schedules NYSE, including the Buyer Shareholder Approval and (ii) such consents, approvals, Permits, Governmental Orders, declarationsdeclarations or notices, filings or notices with respect to which the failure to obtain, individually make or in the aggregate, obtain would not have or reasonably be expected affect the ability of Buyer to have a Material Adverse Effectenter into this Agreement and the other Transaction Documents and consummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. (a) The executionexecution and delivery by the Company of this Agreement does not, delivery and the performance by a Seller the Company of its covenants and agreements under this Agreement, the Assignment and the other Transaction Documents to which it is a party, Agreement and the consummation of the transactions contemplated hereby and thereby, do not and Merger will not: , (ai) conflict with, or result in a any violation of any provision of, the Organizational Documents of the Company, (ii) subject to obtaining the Consents set forth in Section 3.06(a) of the Company Disclosure Letter and each of the Filings referred to in Section 3.06(b) being made and any applicable waiting periods referred to therein having expired, conflict with, result in any violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 material obligation or to the loss of a material benefit under any Material Contract or any material Permit applicable to the businesses of the Company Entities; (iii) subject to obtaining the Consents referred to in Section 3.06(a) of the Company Disclosure Letter and making the Filings referred to in Section 3.06(b) and the Company Stockholder Approval having been received, conflict with, or result in the acceleration any violation of any provision of, any Judgment or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; Law or (div) result in the creation or imposition of any Lien other than (except Permitted Liens on Liens) upon any of the properties or assets of the Companyany Company Entity, in each case, applicable to any Company Entity or their respective properties or assets, except for, in the cases case of the foregoing clauses (cii) and - (div), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure any matter that would not reasonably be expected to give notice or Lien would notresult in, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Effect and would not prevent or materially impede, interfere with or delay the consummation of the Merger. (b) No consent, approvalwaiver or Permit (“Consent”) of or from, Permitor registration, Governmental Orderdeclaration, declaration notice or filing (“Filing”) made to or with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Sellers or the any Company Entity in connection with the Company’s execution and delivery of this Agreement or its performance of its covenants and the Assignment and the other Transaction Documents and agreements under this Agreement or the consummation of the transactions contemplated hereby and therebyMerger, except for such filings as may be the following: (i) (A) the filing with the SEC of the Proxy Statement in preliminary and definitive forms and any other Filing with the SEC in respect of the Merger required under applicable Law, including the HSR Exchange Act or the Securities Act and as (B) any Filing in respect of the Merger under applicable state “blue sky” or similar securities Laws; (ii) the Consents or Filings that are required to be obtained or made under any Antitrust Law in connection with the Merger in any jurisdiction set forth in Section 3.05 3.06(b)(ii)(C)(3) of the Company Disclosure Schedules Letter (collectively, the “Antitrust Clearances”); (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iv) compliance with applicable rules and regulations of the OTC and any other applicable stock exchanges or marketplaces; (v) compliance with the applicable requirements under the Federal Acquisition Regulation and the other agency acquisition regulations that implement or supplement such consents, approvals, Permits, Governmental Orders, declarations, filings regulation; (vi) such other items required solely by reason of the participation and identity of Parent or notices with respect to which Merger Sub in the transactions contemplated by this Agreement; and (vii) such other Filings or Consents the failure of which to obtainmake or obtain would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect and would not have prevent or reasonably be expected to have a Material Adverse Effectmaterially impede, materially interfere with or materially delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Purchaser of this Agreement, the Assignment Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty does not, and the performance by the Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebythereby (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , directly or indirectly, (ai) result in a violation violate or breach of, or default under, conflict with the provisions of any of the Organizational Documents of such Sellerthe Purchaser or (ii) violate any Law, Order or other restriction of any Governmental Entity to which the extent such Seller is Purchaser may be subject or (iii) violate, breach, conflict with or constitute a default, an entityevent of default, or the Company; an event creating any additional rights (b) including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a violation or breach loss of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default underrights, result in the acceleration creation of any Lien or create in any party require a consent or the right to acceleratedelivery of notice, terminate, modify or cancel under any Contract or Permit applicable to the Purchaser or to which any Seller or the Company Purchaser is a party or by which any of them the Purchaser is bound or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companysubject, except in the cases case of clauses (cii) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien iii) which would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. No consentimpair or delay in any material respect the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements. (b) Except for the requirements of the HSR Act, approval, Permit, Governmental Order, declaration or filing with, or the Purchaser is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority is required by or with respect Entity in order for the parties to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of consummate the transactions contemplated hereby and therebyby the Ancillary Agreements, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which where the failure to obtain, individually or in the aggregate, do so would not have or reasonably be expected to have a Material Adverse Effectimpair or delay in any material respect the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Conflicts; Consents. The executionExcept as set forth on Schedule 3.2 hereto, neither the execution and delivery and performance by a Seller of this AgreementAgreement by Seller, the Assignment and the other Transaction Documents to which it is a party, and nor the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a any violation or breach of, of or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 to loss of a material benefit under any party the right to accelerate, terminate, modify or cancel provision of (i) any Contract trust agreement pursuant to which Seller is organized, (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Seller or the Company is a party or by which any of them is bound Seller or to which any of their respective its properties and or assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Companybound; or (diii) result in the creation any judgment, order or imposition decree, or statute, law, ordinance, rule or regulation, applicable to Seller or any of any Lien other than Permitted Liens on any its properties or assets of the Companyassets, in each case except in the cases of clauses (c) and (d), where the for any such conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice default or Lien right which would not, individually or in the aggregate, have or not reasonably be expected to have a material adverse effect on the Receivables taken as a whole or the ability of Seller to consummate the transactions contemplated hereby (a "Material Adverse Effect"). No consent, approval, Permitlicense, Governmental Orderpermit, order or authorization of, or registration, declaration or filing with, any Federal, state, local or notice toforeign government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other regulatory or self-regulatory body or association (each, a "Governmental Authority Entity") is required to be obtained or made by or with respect to Sellers or the Company Seller in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby other than (i) compliance with and thereby, except for such filings as may be required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act and Act"), (ii) as set forth in Section 3.05 become applicable as a result of the Disclosure Schedules specific regulatory status of Purchaser and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which (iii) those the failure of which to obtain, individually make or in the aggregate, obtain would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller Sellers of this Agreement, the Assignment and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (bi) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers Sellers; or the Company; (cii) except as set forth in Section 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 ofof or any loss of any benefit under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration or termination of, or give to others any right of termination, amendment, acceleration or create in any party the right to acceleratecancellation of, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of a lien upon any Lien other than Permitted Liens on any properties or assets of the CompanyMaterial Contract, except in the cases case of clauses (ci) and (dii), where the conflict, violation, breach, conflict, default, acceleration, termination, modification, cancellation, acceleration or failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect as are set forth on Section 2.05(b)(i)(D) of the Disclosure Schedules. (b) The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) result in a violation or breach of any provision of the Organizational Documents of the Company; (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to which the Company; or (iii) 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 result in the acceleration of, any Material Contract, except in the case of clauses (ii) and (iii) where the violation, breach, conflict, default, acceleration or failure to obtain, individually or in the aggregate, give notice would not have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices as are set forth on Section 2.05(b)(i)(D) of the Disclosure Schedules.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller such Shareholder of this Agreement, the Assignment Agreement and the other Transaction Documents to which it such Shareholder is a partyparty does not, and the performance of this Agreement and such Transaction Documents by such Shareholder and the consummation of the transactions contemplated hereby and thereby, do not and thereby will not: , require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (ai) under any applicable antitrust, competition, investment or similar Laws, and (ii) for such other consents, approvals, authorizations, filings or notifications, the failure of which to make or obtain, would not have an Edesa Material Adverse Effect. (b) The execution and delivery by such Shareholder of this Agreement and the other Transaction Documents to which such Shareholder is a party does not, and consummation of the transaction contemplated hereby and thereby will not, (i) conflict with or violate any provision of the governing documents of the Shareholder, if an entity, (ii) assuming all filings and notifications under any applicable antitrust, competition, investment or similar Laws have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any authorizations held by such Shareholder or any applicable Laws or Governmental Orders applicable to such Shareholder, or (iii) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 create an event thatwhich, with or without notice or lapse of time or both, would constitute a default under), result in the acceleration of or of, create in any party the right to accelerate, terminate, modify or cancel any Contract agreement or contract to which any Seller or the Company such Shareholder is a party or by which any party, except, in the case of them is bound or to which any of their respective properties and assets are subject (including any Material Contractii) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (diii), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien as would not, individually or in the aggregate, have materially impair or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or delay the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of Shareholders from consummating the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effectby this Agreement.

No Conflicts; Consents. The execution, (a) Neither the execution and delivery and performance by a the Seller of this Agreement, the Assignment and the other Transaction Documents Agreement or any Ancillary Agreement to which it the Seller is, or is specified to be, a party, and nor the consummation of the transactions contemplated hereby and thereby, do not nor compliance by the Seller with any of the provisions hereof and thereof, will not: (a) conflict with or result in a any violation or breach of, of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, (a) any provision of the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; ’s Fundamental Documents other than any such conflicts, violations, defaults or rights or losses that, individually or in the aggregate, would not reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements, (b) result in a violation any Judgment or breach of any provision of any Applicable Law or Governmental Order applicable to Sellers the Seller or the Company; Company or the Sale Shares owned by the Seller, or (c) except as set forth in Section 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 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 to which any the Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, its assets or business properties are bound. (b) To the Knowledge of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No Seller no consent, approval, Permitlicense or order (“Consent”) of, Governmental Ordermaterial Permit 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 Sellers or to, the Company in connection with the execution execution, delivery and delivery performance by the Seller of this Agreement and the Assignment and the other Transaction Documents and or any Ancillary Agreement to which it is, or is specified to be, a party, or the consummation of the transactions contemplated hereby and thereby, except for such filings as other than those that may be required under the HSR Act and as set forth in Section 3.05 by reason of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect Purchaser’s (as opposed to which the failure to obtain, individually or any potential other UK purchaser) participation in the aggregate, would not have or reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby and by any Ancillary Agreement.

No Conflicts; Consents. The execution, execution and delivery by each of Seller and performance by a Seller the Company of this Agreement, the Assignment Agreement and the other Transaction Documents each Ancillary Agreement to which it Seller or the Company is or is specified to be a partyparty do not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance with the terms hereof and thereof will not: (a) , conflict with, or result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a any violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; default (c) except as set forth in Section 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 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 benefit under, or result in the acceleration creation of any lien, claim, encumbrance, security interest, option, charge or create restriction of any kind (collectively, "Liens"), upon any of the properties or assets of the Company under, any provision of (i) the Certificate of Incorporation or By-laws of Seller or the Articles of Incorporation or By-laws of the Company, (ii) except as set forth in Schedule 4(b), any party the right to acceleratenote, terminatebond, modify mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or cancel any Contract arrangement to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and or assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; bound or (diii) result any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Company or their respective properties or assets, other than, in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cii) and (diii) above, any such items that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company or on the ability of Seller or the Company to consummate the transactions contemplated hereby and by the Ancillary Agreements (a "Seller Material Adverse Effect"). No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or the Company in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Sections 13(a), where 13(d) and 16 of the conflictSecurities Exchange Act of 1934 (the "Exchange Act"), violation(C) compliance with and filings and notifications under applicable environmental laws, breachincluding with respect to the termination and reissuance or the transfer of environmental permits, defaultlicenses and authorizations, acceleration(D) the registration of the Valero Shares or, terminationsubject to Section 13(b), modificationshares of Buyer Common Stock (as defined in Section 13(b)) under the Securities Act of 1933 (the "Securities Act") and any state "Blue Sky" laws pursuant to the Stockholder Agreements and (E) those that may be required solely by reason of Buyer's or Valero's (as opposed to any other third party's) participation in the transactions contemplated hereby or by any Ancillary Agreement. Each of the environmental compliance matters, cancellationfilings and notifications referred to in clause (C) of the immediately preceding sentence is identified in Schedule 4(b), failure to give notice or Lien would other than such matters, filings and notifications that could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Seller Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Company of this AgreementAgreement does not, the Assignment and the other Transaction Documents execution and delivery by the Company of the Ancillary Agreements to which it is a party, party and the consummation of the transactions contemplated hereby Merger and thereby, do the other Transactions and compliance with and performance of the terms hereof and thereof will not and will not: (a) result in a any violation or breach of, of or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 consent or any right of termination, cancellation, acceleration or material modification of any obligation or right, or result in the acceleration creation of any Lien upon any of the properties or create in assets of the Company under, any party provision of (i) the right to accelerateCompany Organizational Documents, terminate, modify or cancel (ii) any Contract to which any Seller or the Company is a party or by which any of them their respective properties or assets is bound or (iii) subject to which the filings and other matters referred to in Section 3.05(b), any Judgment or Law applicable to the Company or its respective properties or assets. (b) No consent, approval, waiver, license, permit, franchise, authorization or Judgment (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery of this Agreement or any of their respective properties and assets are subject (including any Material Contract) the Ancillary Agreements, the performance hereof or any Permit affecting thereof or the properties, assets or business consummation of the Company; or (d) result in the creation or imposition of any Lien Transactions, other than Permitted Liens on (i) any properties or assets Filings required under applicable Regulatory Laws, (ii) the filing of the CompanyFirst Certificate of Merger and Subsequent Certificate of Merger with the Secretary of State of the State of Delaware, except in the cases of clauses (c) and (d), where iii) such other Consents and Filings the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure of which to give notice obtain or Lien make has not had and would notnot reasonably be expected to, individually or in the aggregate, have or reasonably be expected materially adverse to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with or materially impair the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 any of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectTransactions.

No Conflicts; Consents. The execution(a) Except as set forth in Section 3.3(a) of the Seller Disclosure Schedule, the execution and delivery and performance by a each Seller of this Agreement, the Assignment Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty do not or will not, when executed and delivered, and the consummation by such Seller of the Acquisition and the other transactions contemplated hereby and thereby, do not and thereby will not: , (ai) result in a violation violate the provisions of the charter, articles or breach of, certificate of incorporation or default under, the Organizational Documents any other organizational document or bylaws or other constitutive document of such Seller, to the extent such Seller is an entity, or the Company; (bii) result in a violation or breach of violate any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 to which any such Seller or the Company is a party or by which properties of such Seller (with respect to the Business) are bound, (iii) require any of them is bound consent, approval or waiver from, or notice to, any party to any Material Contract to which any such Seller (with respect to the Business) is a party or by which properties of their respective properties and assets such Seller (with respect to the Business) are subject (including any Material Contract) or any Permit affecting the propertiesbound, assets or business of the Company; or (div) result assuming compliance by such Seller with the matters referred to in the creation Section 3.3(b), violate any Order or imposition of any Lien other than Permitted Liens on any properties or assets of the CompanyLaw applicable to such Seller, except in the cases case of clauses clause (civ) and (d), above where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien such violation would not, individually or in the aggregate, have or reasonably be expected to not have a Seller Material Adverse Effect. . (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required to be obtained or made by or with respect to Sellers or the Company any Seller in connection with the execution and delivery of this Agreement and or the Assignment and the other Transaction Documents and Ancillary Agreements to which such Seller is a party or the consummation of the Acquisition or the other transactions contemplated hereby and or thereby, except for such Authorizations, Orders, registrations, declarations, filings and notices (i) as may be required under the HSR Act and the Other Antitrust Laws, or (ii) as set forth in Section 3.05 3.3(b) of the Seller Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectSchedule.

No Conflicts; Consents. (a) The executionexecution and delivery by each of CAC, delivery Intermediate and performance by a Seller EPL of this AgreementAgreement does not, the Assignment execution and the other Transaction Documents delivery by such Person of each Related Document to which it is, or is specifiedto be, a partyparty will not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance by such Person with the terms hereof and thereof will not: (a) , conflict with, or result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a any violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; default (c) except as set forth in Section 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 or an event thatwhich, with or without notice or lapse of time or bothtime, would constitute a default give rise to any default) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or a loss of a benefit under, or result in the acceleration creation of anyLien on any assets or create in properties of the Company Group under, any party provision of (i) the right to acceleratecertificate of incorporation or by-laws of any member of the Company Group; (ii) except as set forth on Schedule 6.3(a), terminate, modify or cancel any material Contract to which any Seller or the Company member of theCompany Group is a party or by which any of them is bound or to which any of their its respective properties and or assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Companyis bound; or (diii) result any Judgment or Law applicable to any member of the Company Group or its respective properties or assets, other than, in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cii) and (d)iii) above, where the conflictany such conflicts, violationviolations, breachdefaults, default, acceleration, termination, modification, cancellation, failure to give notice rights or Lien Liens that would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. Effect on the Company Group. (b) No consent, approval, Permit, Governmental Orderconsent or approval of, declaration or registration, declarationor filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Sellers or any member of the Company Group in connection with the execution execution, delivery and delivery performance by each of CAC, Intermediate and EPL of this Agreement and the Assignment and the other Transaction Documents and or any Related Document to which it is, or is specified to be, a party, or the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which other than (i) those the failure of which to obtain, individually obtain or in the aggregate, make would not have or reasonably be expected to have a Material Adverse EffectEffect on the Company Group, and (ii) those that may be required solely by reason of Purchasers’(as opposed to any other third party’s) participation in the transactions contemplated hereby and by the Related Documents.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, Agreement by the Assignment and the other Transaction Documents to which it is a partyCompany, and the consummation of the transactions contemplated hereby and therebythe other agreements entered into as contemplated hereby, do not and will not: (a) result in conflict with, violate or constitute a violation or breach of, or default require any notice, consent or waiver under, any provision of the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers the Acquired Companies or the Companyany of their respective properties or assets; (c) except as set forth in Section 3.05 of for filings that may be required by the Disclosure SchedulesHSR Act, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach consent of, constitute a default or an event thatapproval from, 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company Acquired Companies in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebythe other agreements entered into as contemplated hereby; (d) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any provision of any Contract to which any of the Acquired Companies is a party or by which any of the Acquired Companies or any of their respective properties is bound or affected; or (e) result in the imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the assets or properties of the Acquired Companies, except for such filings in the cases of clauses (b) through (e), as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainwould not, individually or in the aggregate, would not have or reasonably be expected to have prevent, materially delay or materially impair, the ability of the Company to perform its obligations under this Agreement or any Transaction Document to which it is or will be a Material Adverse Effectparty or consummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Buyer and Parent does not, the Assignment and the other Transaction Documents execution and delivery of the Ancillary Agreements to which it is Buyer and Parent are a party, party and the consummation of the transactions contemplated hereby and thereby, do not and thereby will not: , (ai) result in violate the provisions of any of the Charter Documents of Buyer and Parent, (ii) violate any Contract to which Buyer and Parent is a violation or breach ofparty, (iii) to the knowledge of Buyer and Parent, violate any Law of any Governmental Entity applicable to Buyer and Parent on the date hereof, or default under, the Organizational Documents of such Seller, (iv) to the extent such Seller is an entity, or the Company; (b) result in a violation or breach knowledge of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default underBuyer and Parent, result in the acceleration creation of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which Liens upon any of them is bound the assets owned or to which any of their respective properties used by Buyer and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the CompanyParent, except in the cases of clauses (c) and (d), each such case where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice such violation or Lien would not, individually or in the aggregate, have or not reasonably be expected materially to have a Material Adverse Effect. impair or delay the ability of Buyer and Parent to perform its obligations under this Agreement or the Ancillary Agreements. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required by or with respect to Sellers or the Company Buyer and Parent in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements to which it 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 and as set forth in Section 3.05 of the Disclosure Schedules and such consentsAuthorizations, approvalsOrders, Permits, Governmental Ordersregistrations, declarations, filings or and notices with respect to which the failure to obtain, individually or in the aggregate, obtain which would not have or reasonably be expected to have materially impair the ability of Buyer and Parent to perform their obligations under this Agreement and the Ancillary Agreements to which Buyer and Parent are a Material Adverse Effectparty.

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller Purchaser of this Agreement, Agreement and each of the Assignment and the other Transaction Purchaser Ancillary Documents to which it is a partydo not, and the consummation of the transactions contemplated hereby and thereby, do not and Contemplated Transactions by Purchaser will not: (ai) result in a violation or breach of, or default under, violate the provisions of any Organizational Documents of such Seller, to the extent such Seller is an entity, or the CompanyPurchaser; (bii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedulesviolate, require the consent, notice or other action by any Person underbreach, conflict with, result in a violation with or breach of, constitute a an event of default (or an event thatwhich with written notice, with or without notice or lapse of time or both, would both could constitute a default default), under, result in the acceleration of or of, create in any party other Person the right to accelerate, terminate, modify or cancel or require any notice under any material Contract or Authorization to which any Seller or the Company Purchaser is a party or by which any of them is bound or to which any of their respective properties and assets are subject party; (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (diii) result in the creation or imposition of any Lien other than Permitted Liens on upon any properties or assets of the Company, except in the cases of clauses assets owned or used by Purchaser; or (civ) violate any Applicable Law to which Purchaser is subject and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien which would not, individually or in the aggregate, have or not and would not reasonably be expected to have a Material Adverse Effect. impair or delay the ability of Purchaser to perform its obligations under this Agreement or any of the Purchaser Ancillary Documents or to consummate the Contemplated Transactions. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, with or notice to, to any Governmental Authority Entity is required to be obtained by or with respect to Sellers or the Company Purchaser in connection with the execution and delivery of this Agreement and or any of the Assignment and Purchaser Ancillary Documents or any of the other Transaction Purchaser Closing Documents and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consentsAuthorizations, approvalsOrders, Permits, Governmental Ordersregistrations, declarations, filings or and notices with respect to which the failure to obtain, individually or in the aggregate, obtain which would not have or be reasonably be expected to have a Material Adverse Effectmaterially impair or delay the ability of Purchaser to perform its obligations under this Agreement or the Purchaser Ancillary Documents or to consummate the Contemplated Transactions.

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller of this Agreement, the Assignment Agreement and the 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 or breach of, of any provision of the certificate of incorporation or default under, the Organizational Documents by-laws of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers Seller, the Business or the CompanyPurchased Assets; or (c) except as set forth in Section 3.05 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 Contract Material Contracts to which any Seller or the Company is a party or by which any of them Seller is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Companybound; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (cb) and (dc), where the conflict, violation, breach, conflict, default, acceleration, termination, modification, cancellation, acceleration or failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company Seller in connection with the execution and delivery of this Agreement and the Assignment and or any of the 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 as set forth in Section 3.05 4.03 of the Disclosure Schedules Schedules. (b) The board of directors of Parent has (i) determined that the sale of the Purchased Assets and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect the transfer of the Assumed Liabilities on the terms and subject to which the failure to obtain, individually or conditions of this Agreement are expedient and in the aggregatebest interests of Seller, would not have or reasonably be expected (ii) approved this Agreement and the transactions contemplated hereby and (iii) subject to have a Material Adverse EffectSection 6.11, resolved to recommend the approval of the asset sale contemplated by this Agreement by the stockholders of Parent (the “Board Recommendation”) at the Stockholders’ Meeting.

No Conflicts; Consents. The (a) Assuming the Seller Required Consents are filed and, if applicable, obtained prior to the Closing, the execution and delivery by such Seller of this Agreement does not, the execution and delivery by such Seller of the other Seller Documents to be executed and delivered by such Seller will not, the performance by such Seller of this Agreement and such other Seller Documents will not, and the consummation of the transactions contemplated hereby and thereby will not: (i) violate or conflict with the Organizational Documents of such Seller in any material respect; (ii) result, in any material respect, in a violation of any Law applicable to such Seller; or (iii) result in the creation or imposition of any Liens on any of the properties or other assets of such Seller (including the Shares owned by such Seller). (b) Except as set forth in Section 3.2(b) of the Seller Disclosure Schedule, no consent, approval, waiver, Order, license or authorization of, or registration, application, qualification, designation, declaration, filing or notification with or to, any Governmental Authority or any other Person is required to be obtained or made by such Seller in connection the execution, delivery and performance by a such Seller of this Agreement, the Assignment Agreement and the other Transaction Seller Documents to which it is such Seller will be a party, the performance by such Seller under this Agreement and each such other Seller Document, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by a Seller Innospec of this Agreement, the Assignment Agreement and the 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, or default under, any provision of the Organizational Documents of such Seller, to the extent such Seller is an entity, or the CompanyInnospec; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the CompanyInnospec; (c) except as set forth in Section 3.05 5.2 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 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 Contract to which any Seller or the Company Innospec is a party or by which any of them Innospec is bound or to which any of their respective Innospec’s properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the CompanyInnospec; or (d) result in the creation or imposition of any Lien Encumbrance other than Permitted Liens Encumbrances on any properties or assets of the CompanyInnospec, except in the cases case of clauses (cSection 5.2(c) and (d)above, where the conflictfor such defaults or other events which, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, either individually or in the aggregate, have or reasonably be expected to would not (x) have a Buyer Material Adverse EffectEffect or (y) materially impair the ability of Innospec to perform its obligations under this Agreement and each Transaction Document to which each is, or is specified to be, a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company Innospec in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for (i) such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consentsAct, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which (ii) those the failure of which to obtainobtain or make, individually or in the aggregate, would not have or reasonably be expected to (A) have a Buyer Material Adverse EffectEffect or (B) materially impair the ability of Innospec to perform its obligations under this Agreement and each Transaction Document to which each is, or is specified to be, a party and (iii) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the transactions contemplated hereby.

No Conflicts; Consents. The Except as set forth in 3.02 of the Sellers’ Disclosure Letter and except for the applicable requirements of the Antitrust Laws and compliance with applicable federal and state securities laws, the execution, delivery and performance by a such Seller of this Agreement, the Assignment Agreement and the other Transaction Documents to which it is a partyDocuments, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) to the extent such Seller is an entity, conflict with or result in a violation or breach of, or default under, the Organizational Documents any provision of such Seller, to the extent such Seller is an entity, its organizational documents or the Companyany resolution adopted by its board of directors (or similar governing authority) or shareholders; (b) conflict in any material respect with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Companysuch Seller; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underPerson, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any material Contract to which any such Seller or the Company is a party or by which any of them such Seller is bound or to which any of their respective its material properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business businesses of the Company; such Seller or (d) result in the creation or imposition of any Lien other than Permitted Liens Encumbrance on any properties or assets of the CompanyShares or, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien as would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect, any other material properties or assets of such Seller. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company such Seller in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for for: (i) such filings as may be required under the HSR Act Antitrust Laws and as set forth in Section 3.05 of the Disclosure Schedules and (ii) such consents, approvals, Permits, Governmental Orders, declarationsdeclarations or notices, filings or notices with respect to which the failure to obtain, individually make or in the aggregate, obtain would not have or reasonably be expected materially affect the ability of such Seller to have a Material Adverse Effectenter into this Agreement and the other Transaction Documents and consummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution(a) Except as set forth in Section 4.03(a) of the Disclosure Schedule, neither the execution and delivery and performance by a Seller the Existing Member of this Agreement, the Assignment and Agreement or the other Transaction Documents to which it is a party, and nor the consummation by the Existing Member of the transactions contemplated hereby and thereby, do not and will notor thereby will: (ai) violate or conflict with any provision of the Organizational Documents of the Existing Member; (ii) violate, result in a violation or breach of, or default under, require consent or notice under any material Contract to which the Organizational Documents Existing Member is a party or by which any of such Seller, to the extent such Seller is an entityits assets are bound, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Person the right to accelerate, terminate, modify modify, or cancel any Contract such material Contract; (iii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, violate, or result in a violation of any Law to which any Seller or the Company Existing Member is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Companysubject; or (div) result in the imposition or creation or imposition of any Lien (other than Permitted Liens Liens) on any properties or the assets of the CompanyExisting Member or the Current Company Interests owned by the Existing Member, except in the cases case of clauses (cii), (iii) and (div), where as would not be material to either the conflictExisting Member or the Company, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien and as would not, individually or in the aggregate, have or reasonably not be expected to have a Material Adverse Effect. prevent, materially impede or materially delay the ability of the Existing Member to timely consummate the transactions contemplated by this Agreement. (b) No consentConsent of, approval, Permit, Governmental Order, declaration with or filing with, or notice to, to any Governmental Authority is required to be obtained or made by or with respect to Sellers or the Company Existing Member in connection with the execution and delivery by the Existing Member of this Agreement and the Assignment and or the other Transaction Documents and to which it is a party or the consummation of the transactions contemplated hereby and or thereby, except for such filings as may be required under the HSR Act and as other than (i) requirements of any applicable securities Laws, (ii) Consents set forth in Section 3.05 4.03(b) of the Disclosure Schedules Schedule, (iii) Consents not required to be made or given until after the Closing and such consentsset forth in Section 4.03(b) of the Disclosure Schedule, approvals, Permits, Governmental Orders, declarations, filings or notices with respect (iv) requirements applicable as a result of the specific legal or regulatory status of the New Member or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the failure New Member or any of its Affiliates are or propose to obtain, individually or in be engaged (other than the aggregate, would not have or reasonably be expected to have a Material Adverse Effectbusiness of Opco).

No Conflicts; Consents. The execution(a) As of the Effective Date, no consent, approval, license, permit, order, qualification or authorization of, or registration, declaration, notice or filing with, any Governmental Authority or any other Person is required for or in connection with the execution and delivery and performance by a such Seller of this Agreement, the Assignment Agreement and the each other Transaction Documents Document to which it is a party, and the consummation by such Seller of the transactions contemplated hereby and therebyTransactions, do not and will not: other than (ai) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as those set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (dSchedule 6.4(a), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which (ii) those the failure of which to obtainobtain or make, individually or in the aggregate, would not have materially impair the ability of such Seller to perform its obligations under this Agreement and (iii) those that may be required solely by reason of the Buyer Company’s (as opposed to any other third party’s) participation in the Transactions. (b) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by such Seller and the effectuation of the transactions this Agreement and those Transaction Documents contemplate do not and will not (i) violate, breach or reasonably be expected constitute a default under (A) the Charter Documents of such Seller, (B) any Legal Requirement applicable to have such Seller, subject to obtaining all necessary consents and approvals set forth in Schedule 6.4(a), or (C) except as set forth on Schedule 6.4(a), any Material Contract of such Seller, except in the case of (B) or (C) as would not Materially impair the ability of such Seller to perform its obligations under this Agreement, or (ii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any of Purchased Shares. (c) Except as Schedule 6.4(a) lists, no Legal Requirement requires such Seller to obtain any Governmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate. (d) Except as Schedule 6.4(a) sets forth, no Material Contractual Commitment or other Material agreement or Material arrangement to which such Seller is a Material Adverse Effectparty or is bound or to which any of its properties or other assets are subject, requires such Seller to obtain any consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

No Conflicts; Consents. The execution(a) Except as set forth on Disclosure Schedule 3.2(a), neither the execution and delivery and performance by a Seller of this Agreement, Acquisition Agreement or any of the Assignment and the other Transaction Documents Related Agreements to which it Seller is a party, and nor the consummation by Seller of the transactions contemplated hereby and or thereby, do not and will notdoes or will: (ai) result violate or conflict with any provision of the articles of incorporation or bylaws of Seller; (ii) materially violate any Law or Order to which Seller is a party or to which Seller, the ICS Business or any of the Purchased Assets or Assumed Liabilities may be subject (assuming receipt of the Seller Stockholder Approval and the consents listed on Disclosure Schedule 3.2(b)); or (iii) other than a breach of any anti-assignment or change-in-control prohibition contained in any such Contract that is not a Material Contract, constitute a material violation or material breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result be in conflict with in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 ofmaterial manner, constitute a default or an event that, create (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, would constitute a default under, result in the acceleration of cancellation or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contractacceleration) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other obligation under any Assumed Contract or have any material adverse consequence with respect to Buyer’s rights under or with respect to such Assumed Contract after the Closing Date. (b) Other than Permitted Liens on any properties or assets of the CompanySeller Stockholder Approval, except in the cases of clauses (c) and (das set forth on Disclosure Schedule 3.2(b), where the conflictno material permit, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approvalwaiver, Permitapproval or authorization of, Governmental Order, or declaration to or filing or registration with, or notice to, any Governmental Authority is are required by or with respect to Sellers or the Company in connection with the execution and execution, delivery or performance of this Acquisition Agreement and the Assignment and the other Transaction Documents and by Seller or the consummation by Seller of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effecthereby.

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 a Seller of this Agreement, the Assignment Agreement and the other Transaction Documents to which it is a party, Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, do thereby will not and will not: (ai) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of violate any provision of any applicable Law or Governmental Order applicable to Sellers which the Company or the Company; its Subsidiaries are subject, (cii) except as set forth in Section 3.05 with or without notice, lapse of the Disclosure Schedules, require the consent, notice time or other action by any Person underboth, conflict with, result in a violation or breach of, constitute a default 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 to which or result in the loss of any Seller or the material benefit under any Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (diii) result in the creation or imposition of any Lien Encumbrance (other than any Permitted Liens Encumbrance) on any properties properties, rights or assets of the Company or any of the Company’s Subsidiaries or (iv) violate the certificate of incorporation or bylaws or comparable governing documents, except each as amended to the date of this Agreement, of the Company or any of its Subsidiaries, other than, in the cases case of clauses (ci), (ii) and (d)iii) above, where the conflictany such violations, violationconflicts, breachbreaches, defaultdefaults, accelerationaccelerations, terminationterminations, modificationcancellations, cancellation, failure to give notice rights or Lien Encumbrances that would notnot reasonably be expected, individually or in the aggregate, have or reasonably to (A) be expected material to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or 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 other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) No Governmental Filings are required to be obtained or made by the Company or its Subsidiaries in connection with the execution and delivery of this Agreement and by the Assignment and the other Transaction Documents and Company or the consummation by the Company of the transactions contemplated hereby and therebyhereby, except for such (i) compliance with and filings as may be required under the HSR Act and as Act, (ii) Governmental Filings set forth in on Section 3.05 5.4(b) of the Company Disclosure Schedules Schedule and (iii) such consentsother Governmental Filings, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure of which to obtainbe obtained or made would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, and would not have or reasonably be expected to have a Material Adverse Effectmaterially impair or delay the Company’s ability to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby.

No Conflicts; Consents. The executionExcept as set forth on Schedule 3.2 hereto, neither the execution and delivery and performance by a Seller of this AgreementAgreement by each of Z Del and JNB, the Assignment and the other Transaction Documents to which it is a party, and nor the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a any violation or breach of, of or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 material obligation or create in to loss of a material benefit under any party provision of (i) the right to acceleraterespective certificate of incorporation, terminatearticles of association or charter or by-laws of Z Del or JNB, modify (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or cancel any Contract arrangement to which any Seller either Z Del or the Company JNB is a party or by which any either of them is bound or to which any of their respective properties and or assets are subject bound or (including iii) any Material Contract) judgment, order or decree, or statute, law, ordinance, rule or regulation, applicable to Z Del or JNB or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any their respective properties or assets of the Companyassets, in each case except in the cases of clauses (c) and (d), where the for any such conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice default or Lien right which would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. No consent, approval, Permitlicense, Governmental Orderpermit, order or authorization of, or registration, declaration or filing with, any Federal, state, local or notice toforeign government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other regulatory or self-regulatory body or association (each, a "Governmental Authority Entity") is required to be obtained or made by Z Del or with respect to Sellers or the Company JNB in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby other than (w) filings with the appropriate federal and therebystate banking agency(ies), except for the SEC and the state securities or "blue sky" commission or similar body in each state where such filings as filing may be required necessary, (x) to the extent required, compliance with and filings under the HSR Act and Act, (y) as set forth in Section 3.05 become applicable solely as a result of the Disclosure Schedules specific regulatory status of Bank or any of its affiliates and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which (z) those the failure of which to obtain, individually make or in the aggregate, obtain would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (i) The executionexecution and delivery of, delivery compliance with and performance by a Seller each Stockholder of this Agreement, the Assignment and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, Agreement do not and will not: not (aA) result in a violation conflict with or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of violate any provision of the certificate of formation or operating agreement or similar organizational documents of such Stockholder, (B) conflict with or violate any Law or Governmental Order Laws applicable to Sellers such Stockholder, or the Company; (cC) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, constitute a default (or an event thatwhich, with or without notice or lapse of time time, or both, would constitute a default default) under, give rise to a right of termination under, or result in the acceleration creation of any Lien, other than any Permitted Liens, upon any of the properties or create in any party the right to accelerateassets of such Stockholder under, terminate, modify or cancel any Contract to which any Seller or the Company such Stockholder is a party party, or by which any of them is bound they or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companyare bound or affected, except in the cases case of clauses (cB) and (d)C) above, where the conflict, any such violation, breach, conflict, default, termination, acceleration, terminationcancellation or loss that would not restrict, modificationprohibit, cancellationimpede or materially delay the performance by such Stockholder of its obligations under this Agreement. (ii) Except as required by the rules and regulations promulgated under the Exchange Act, failure to give notice or Lien would notthe Securities Act, individually or in the aggregatestate securities, have or reasonably be expected to have a Material Adverse Effect. No takeover and “blue sky” laws, no authorization, consent, approval, Permit, Governmental Order, license, Permit or approval of, or registration, declaration notice or filing with, or notice to, any Governmental Authority Entity or any other Person, is required by or with respect to Sellers or the Company necessary in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and or the consummation by the Stockholders of the transactions contemplated hereby and therebyhereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainwould not, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effectrestrict, prohibit, impede or materially delay the consummation of the Merger or the performance by such Stockholder of its obligations under this Agreement.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Purchaser does not, the Assignment and the other execution and delivery by Purchaser of each Other Transaction Documents Document to which it is, or is specified to be, a partyparty shall not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and will compliance with the terms hereof and thereof shall not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default 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 (other than Permitted Liens) upon any of the properties or create in assets of Purchaser under, any party the right to accelerateprovision of (i) its certificate and articles of amendment or by-laws, terminate, modify or cancel (ii) any Contract to which any Seller or the Company Purchaser is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any its properties or assets of are bound or (iii) any judgment, order, or decree, or, subject to the Companymatters referred to in paragraph (b) below, except statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets, except, in the cases case of clauses (cii) and (diii), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien as would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. material adverse effect on the ability of Purchaser to consummate the Acquisition. (b) No 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 Sellers or the Company Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement and Agreement, the Assignment and the other Other Transaction Documents and or the consummation of the transactions contemplated hereby and or thereby, except for such filings as other than those that may be required under solely by reason of Seller’s or any of its Affiliates’ (as opposed to any other third party’s) participation in the HSR Act transactions contemplated hereby or by the Other Transaction Documents and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which those the failure of which to obtain, individually obtain or in the aggregate, make would not have or reasonably be expected a material adverse effect on the ability of Purchaser to have a Material Adverse Effectconsummate the Acquisition.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with Neither the execution and delivery of this Agreement by Sellers and the Assignment Company nor the consummation or performance of any of the transactions contemplated hereby by Sellers and the Company will (i) conflict with or violate any provision of the corporate charter or bylaws of the Company or the Subsidiaries; (ii) violate, conflict with, or result in any default, violation, breach or contravention of, or permit the acceleration of the maturity of, or the creation or imposition of any lien under, any Material Agreement, nor constitute such an event except as disclosed on SCHEDULE 3.5 and except for violations, conflicts and other Transaction matters that will not have a Material Adverse Effect and consents, approvals, orders, authorizations, filings and permits, which the failure to obtain or make will not have a Material Adverse Effect; or (iii) violate any statute, law, judgment, decree, order, writ, injunction, rule or regulation of any court or governmental authority to which the Company or the Subsidiaries may be subject. (b) Except as disclosed on SCHEDULE 3.5 and except for filings, permits, authorizations or approvals which the failure to make or obtain will not have a Material Adverse Effect, there is no requirement applicable to Sellers or the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local, domestic or foreign (a "Governmental Entity") or any other Person in connection with the execution, delivery, or performance of this Agreement or any Sellers Ancillary Documents or as a condition to the lawful consummation by Sellers or the Company of the transactions contemplated by this Agreement or any Seller Ancillary Documents to which Sellers or the Company is a party. (c) Except as set forth and described in SCHEDULE 3.5, no consent is required to be obtained or notice provided under any Material Agreement as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby and therebyhereby. (d) There is no Proceeding pending or, except for such filings as may be required under to the HSR Act and as set forth in Section 3.05 Knowledge of the Disclosure Schedules Company, threatened against the Company, any Seller or any of their respective assets and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect properties that seeks to which prevent the failure to obtain, individually consummation of the transactions contemplated herein or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effectany Sellers Ancillary Document.

No Conflicts; Consents. The executionExcept as set forth on Schedule 3.3, neither the execution and delivery and performance by a Seller of this AgreementAgreement by Purchaser, the Assignment and the other Transaction Documents to which it is a party, and nor the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default 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 to loss of a material benefit under any party provision of (a) the right to acceleratecertificate of incorporation or by-laws of Purchaser, terminate(b) any note, modify bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or cancel any Contract arrangement to which any Seller or the Company Purchaser is a party or by which it or any of them its properties or assets is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) any judgment, order or decree, or statute, law, ordinance, rule or regulation, applicable to Purchaser or any of its properties or assets, in the case of (b) and (d), where the c) except for any such conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice default or Lien right which would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, financial condition, or results of operations of Purchaser and its Affiliates taken as a whole. No consentPermit of, approval, Permit, Governmental Orderor registration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by Purchaser or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby other than (x) compliance with and thereby, except for such filings as may be required under the HSR Act and Act, (y) as set forth in Section 3.05 on Schedule 3.3 hereto and (z) those the failure of which to make or obtain would not materially affect the Disclosure Schedules and ability of Purchaser to consummate the transactions contemplated hereby. As used herein, the term "Affiliate" shall mean, as to any specified Person, any other Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or under common control with such consentsspecified Person. For the purpose of this definition, approvals, Permits, Governmental Orders, declarations, filings or notices "control," when used with respect to which any specified Person, means the failure power to obtaindirect or cause the direction of the management and policies of such Person, individually directly or in indirectly, whether through the aggregateownership of voting securities, would not by contract or otherwise, and the terms "controlling" and "controlled" shall have or reasonably be expected meanings correlative to have a Material Adverse Effectthe foregoing.

No Conflicts; Consents. True and correct copies of the Company Certificate of Incorporation and Company Bylaws as currently in effect have been delivered to the Buyer. The execution, delivery and performance by a Seller the Company of this Agreement, the Assignment and the other Transaction Documents to which it is a party, Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of, of any provision of the Company Certificate of Incorporation or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the CompanyCompany Bylaws; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; or (c) except as set forth in Section 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 ofof or the creation of any Encumbrance, constitute a default or an event that, with or without 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 any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clause (c) as set forth in Section 4.5 of the Disclosure Schedules and other than, in the case of clauses (ca) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice b) any such violations or Lien would not, breaches that individually or in the aggregate, aggregate have or not been and would not reasonably be expected to have a Material Adverse Effectbe material to the Company, and would not reasonably be expected to affect the ability of the Company to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which as are set forth in Section 4.5 of the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectDisclosure Schedules.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Purchaser and AMRI does not, the Assignment execution and the other delivery of each Other Transaction Documents Document to which it is a partyparty by each of Purchaser and AMRI, as applicable, will not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance by each of Purchaser and AMRI with the terms and conditions hereof and thereof will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default 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 benefit under, or result in the acceleration creation of any Liens upon any of the properties or create in assets of Purchaser under, any party provision of (i) the right to accelerateGoverning Documents of Purchaser or AMRI, terminateas applicable, modify or cancel (ii) any Contract to which any Seller Purchaser or the Company AMRI is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any its properties or assets of are bound or (iii) any Injunction or, subject to the Companymatters referred to in paragraph (b) below, except in the cases of clauses applicable Law. (cb) and (d)No Consent of, where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Sellers or the Company Purchaser in connection with the execution and delivery of this Agreement and or the Assignment and the other Other Transaction Documents and Documents, the consummation of the Acquisition and the other transactions contemplated hereby or thereby or the compliance by Purchaser with the terms and therebyconditions hereof and thereof, except for other than (i) those that may be required solely by reason of the Company’s or any Affiliate of the Company’s (as opposed to any other third party’s) participation in the transactions contemplated hereby or by the Other Transaction Documents, (ii) compliance with and such filings and notifications as may be required under the HSR Act applicable state property transfer laws or Environmental Laws, (iii) compliance with and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which required by the rules and regulations of any applicable securities exchange and (iv) such other Consents the absence of which, or other filings the failure to obtainmake or obtain which, individually or in the aggregate, would not have or be reasonably be expected likely to have result in a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Purchaser of this Agreement, the Assignment Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty does not, and the performance by the Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebythereby (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , directly or indirectly, (ai) result in a violation violate or breach of, or default under, conflict with the provisions of any of the Organizational Documents of such Sellerthe Purchaser or (ii) violate any Law, Order or other restriction of any Governmental Entity to which the extent such Seller is Purchaser may be subject or (iii) violate, breach, conflict with or constitute a default, an entityevent of default, or the Company; an event creating any additional rights (b) including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a violation or breach loss of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default underrights, result in the acceleration creation of any Lien or create in any party require a consent or the right to acceleratedelivery of notice, terminate, modify or cancel under any Contract or Permit applicable to the Purchaser or to which any Seller or the Company Purchaser is a party or by which any of them the Purchaser is bound or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companysubject, except in the cases case of clauses (cii) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien iii) which would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration impair or filing with, delay in any material respect the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements. (b) The Purchaser is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority is required by or with respect Entity in order for the parties to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of consummate the transactions contemplated hereby and therebyby the Ancillary Agreements, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which where the failure to obtain, individually or in the aggregate, do so would not have or reasonably be expected to have a Material Adverse Effectimpair or delay in any material respect the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Conflicts; Consents. (i) The execution, execution and delivery and performance by a Seller such Person of this Agreement, the Assignment Agreement and the each other Transaction Documents Document to which it is a partyparty do not, and the consummation by such Person of the Mergers and the other transactions contemplated hereby to which such Person or any Property Owner is a party and thereby, do the compliance by such Person and the Property Owners with the terms and provisions hereof and thereof will not and will not: (aA) result in a violation or breach of, or default under, violate the provisions of any of the Organizational Documents of such SellerPerson or any Property Owner, to the extent such Seller is an entity, or the Company; (bB) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a the breach or violation or breach of, constitute a default require any consent 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 accelerategrounds for termination of, terminate, modify or cancel any Contract to which such Person or any Seller or the Company Property Owner is a party or any Contract or Permit by which such Person or any of them Property Owner is bound or to which such Person, any of their respective properties and assets are subject (including any Material Contract) Property Owner or any Permit affecting the propertiesProperty is subject, assets (C) violate any Law applicable to such Person or business of the Company; any Property Owner, or (dD) result in the creation or imposition of any Lien other than Permitted Liens on upon any properties or assets of the Companyassets owned or used by such Person or any Property Owner, except (x) in the cases of clauses (c) and (d)each such case where such violation, where the conflict, violation, breach, consent, default, acceleration, termination, modification, cancellation, failure to give notice termination or Lien would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. Effect on such Person or Property Owner and (y) the Loan Documents if the Closing occurs prior to the Defeasance. (ii) No consentPermit of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person is required by such Person or with respect to Sellers or the Company any Property Owner in connection with the execution and delivery of this Agreement and the Assignment and the Agreement, any other Transaction Documents Document and the consummation of the Mergers or any other transactions contemplated hereby and or thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, any Permits, Governmental Ordersregistrations, declarations, filings or and notices with respect to which the failure to obtain, individually or in the aggregate, obtain would not have or reasonably be expected to have a Material Adverse EffectEffect with respect to such Person.

No Conflicts; Consents. The (a) Except as set forth in Section 2.2(a) of the Company Disclosure Schedule, assuming the Seller Required Consents are filed and, if applicable, obtained prior to the Closing, the execution and delivery by the Company of this Agreement and any other documents required to be executed and delivered by the Company under this Agreement do not, the performance by the Company and the other Target Companies, as applicable, under this Agreement and each such other document to which the Company is a party will not, and the consummation of the transactions contemplated hereunder and thereunder will not: (i) violate or conflict with the Organizational Documents of any Target Company; (ii) with or without the giving of notice or the lapse of time, or both, constitute a material breach of or result in a material default (or an event which might, with the passage of time or the giving of notice or both, constitute a material default) under, or result in any other party thereto having a right of termination, modification, cancellation or acceleration under, any Material Contract to which any Target Company is a party or by which any of their respective assets or properties are bound; (iii) result, in any material respect, in a violation of any applicable Law; (iv) result in the creation or imposition of any Liens on any of the properties or other assets of any Target Company or on the Shares (other than Liens arising from actions of the Purchaser) or (v) result in the termination, suspension, revocation, impairment, forfeiture, nonrenewal or other adverse modification of any License or Rights of Way or give any Governmental Authority the right to revoke, suspend, modify or termination any material License or Right of Way. (b) Except as set forth in Section 2.2(b) of the Company Disclosure Schedule (the notices and consents set forth therein, collectively the “Seller Required Consents”), no consent, approval, waiver, order, License or authorization of, or registration, application, qualification, designation, declaration, filing or notification with or to, any Governmental Authority or any other Person that is a party to a Material Contract to which any Target Company is a party or by which any material assets or properties of any Target Company are bound, is required to be obtained or made by any Target Company in connection with the execution, delivery and performance by a the Company or either Seller of this Agreement, the Assignment and the Agreement or any other Transaction Seller Documents to which it is the Company or either Seller will be a party, and party or the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (i) The execution, execution and delivery and performance by a Seller such Person of this Agreement, the Assignment Agreement and the each other Transaction Documents Document to which it is a partyparty do not, and the consummation by such Person of the Mergers and the other transactions contemplated hereby to which such Person or any Property Owner is a party and thereby, do the compliance by such Person and the Property Owners with the terms and provisions hereof and thereof will not and will not: (aA) result in a violation or breach of, or default under, violate the provisions of any of the Organizational Documents of such SellerPerson, to the extent such Seller is an entity, or the Company; (bB) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a the breach or violation or breach of, constitute a default require any consent 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 accelerategrounds for termination of, terminate, modify or cancel any Contract to which any Seller or the Company such Person is a party or any Contract or Permit by which any of them such Person is bound or to which such Person, is subject, (C) violate any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesLaw applicable to such Person, assets or business of the Company; or (dD) result in the creation or imposition of any Lien other than Permitted Liens on upon any properties or assets of the Companyassets owned or used by such Person, except (x) in the cases of clauses (c) and (d)each such case where such violation, where the conflict, violation, breach, consent, default, acceleration, termination, modification, cancellation, failure to give notice termination or Lien would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. Effect on such Person and (y) the Loan Documents if the Closing occurs prior to the Defeasance. (ii) No consentPermit of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person is required by or with respect to Sellers or the Company such Person in connection with the execution and delivery of this Agreement and the Assignment and the Agreement, any other Transaction Documents Document and the consummation of the Mergers or any other transactions contemplated hereby and or thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, any Permits, Governmental Ordersregistrations, declarations, filings or and notices with respect to which the failure to obtain, individually or in the aggregate, obtain would not have or reasonably be expected to have a Material Adverse EffectEffect with respect to such Person.

No Conflicts; Consents. (a) The executionexecution and delivery of this Agreement by each of Parent and the Purchaser does not, delivery and the performance by a Seller of this Agreement, the Assignment Parent and the other Transaction Documents to which it is a party, Purchaser of their covenants and agreements under this Agreement and the consummation of the transactions contemplated hereby and therebyby this Agreement shall not, do not and will not: (ai) conflict with, or result in a any violation or breach of any provision of, or default under, the Organizational Documents of such Sellereach of Parent and the Purchaser, to the extent such Seller is an entity, or the Company; (bii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a any violation or breach of, constitute a or default 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 material obligation or create in any party to the right to accelerate, terminate, modify or cancel loss of a material benefit under any Contract to which any Seller Parent or the Company Purchaser is a party or by which any of them their respective properties or assets is bound or any material Permit applicable to which the businesses of Parent, the Purchaser and their respective Subsidiaries or (iii) subject to obtaining the Consents referred to in Section 4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to Parent or the Purchaser or their respective properties and assets are subject (including any Material Contract) or any Permit affecting assets, except for, in the properties, assets or business case of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of foregoing clauses (cii) and (diii), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure any matter that would not reasonably be expected to give notice or Lien would notresult in, individually or in the aggregate, have or reasonably be expected to have a Purchaser Material Adverse Effect. . (b) No consent, approval, Permit, Governmental Order, declaration Consent of or filing withfrom, or notice toFiling made to or with, any Governmental Authority Authority, is required to be obtained or made by Parent, the Purchaser or with respect to Sellers any Subsidiary of Parent or the Company Purchaser in connection with Parent’s and the Purchaser’s execution and delivery of this Agreement or its performance of its covenants and the Assignment and the other Transaction Documents and agreements under this Agreement or the consummation of the transactions contemplated hereby and therebyby this Agreement, except for such filings as may be required under (i) the filing with the Department of Justice and the Federal Trade Commission of a Notification and Report Form pursuant to the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in transactions contemplated by this Agreement and (ii) the aggregate, would not have or reasonably be expected to have a Material Adverse EffectHSR Clearance.

No Conflicts; Consents. The (a) Subject to the receipt of the Consents and Permits, and the making of the declarations, filings and notices, referred to in ‎Section 3.5(b), neither the execution, delivery and or performance by a such Seller of this Agreement, the Assignment Agreement and the other Transaction Documents Agreements to which it such Seller is a party, and nor the consummation of the transactions contemplated hereby, will: (i) result in a material violation or material breach of, or material default under, or the acceleration of any rights under or the creation in any party of the right to accelerate, any provision of the Organizational Documents of such Seller or any Acquired Company; (ii) result in a violation of, or give any Governmental Body the right to challenge any of the transactions contemplated hereby and therebyunder, do not and will not: any Law or Order applicable to such Seller or any Acquired Company; or (aiii) (A) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (bB) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify terminate or cancel or (D) require the Consent of any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including other Person under, any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (c‎(ii) and (d), ‎(iii) where the such conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure event of default or other result described in such clauses would not reasonably be expected to give notice or Lien would nothave, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. No consent. (b) Except as set forth in ‎Section 3.5(b) of the Sellers Disclosure Schedules, approvalno Consent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Body is required by or with respect to Sellers such Seller or the any Acquired Company in connection with the execution and delivery of this Agreement and or the Assignment consummation of the transactions contemplated hereby, except for such Consents, Permits, declarations, filings or notices the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth in ‎Section 3.5‎(c) of the Sellers Disclosure Schedules, no party has or will have any right under the Sellers Shareholders Agreement in respect of the execution, delivery or performance by such Seller of this Agreement and the other Transaction Documents and Agreements to which such Seller is a party, nor the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 or therein. The Sellers Shareholders Agreement does not contain or impose any obligations or liabilities on any of the Disclosure Schedules and Acquired Companies which would survive such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect agreement’s termination pursuant to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect‎Section 2.3(b)(iii)(D).

No Conflicts; Consents. The execution(a) Except as set forth in Section 4.02(a) of the schedule, delivery and performance by a Seller dated as of the date of this Agreement, from Buyer to Seller (the Assignment "Buyer Disclosure Schedule") the execution and delivery of this Agreement do not, and the execution and delivery of the other Transaction Documents to which it is a partywill not, and the consummation of the transactions contemplated hereby and thereby, do not thereby (including the Financing) and compliance with the terms hereof and thereof (including the Financing) will not: (a) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default 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 other than a Permitted Lien, upon any of the properties or create in assets of Buyer or any party Buyer Subsidiary under, any provision of (i) the right to accelerateCertificate of Incorporation or Bylaws of Buyer or the comparable governing instruments of any Buyer Subsidiary, terminate(ii) any note, modify bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or cancel any Contract arrangement to which Buyer or any Seller or the Company Buyer Subsidiary is a party or by which any of them is bound or to which any of their respective properties and or assets are subject bound, or (including iii) any Material Contract) judgment, order, or decree, or statute, law, ordinance, rule or regulation applicable to Buyer or any Permit affecting the propertiesBuyer Subsidiary or their respective properties or assets, assets or business of the Company; or (d) result other than, in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cii) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice toiii) above, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainitems that, individually or in the aggregate, would not have or reasonably be expected to have a Buyer Material Adverse EffectEffect or materially affect or delay the ability of Buyer to consummate the transactions contemplated by this Agreement or the other Transaction Documents. (b) Except as set forth in Section 4.02(b) of the Buyer Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Buyer or any Buyer Subsidiary in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, other than (i) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act, (ii) compliance with and filings and notifications under applicable Environmental Laws and (iii) those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in the transactions contemplated hereby and thereby.

No Conflicts; Consents. The (a) No notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Authority in connection with the execution, delivery and performance by a Seller of this Agreement, the Assignment and the other Transaction Documents to which it is a party, Agreement by Buyer and the consummation of the transactions contemplated hereby hereby, except for applicable requirements of the Exchange Act and therebysuch other notifications, do not and will not: (a) result in consents, registrations, approvals, permits or authorizations that are required to be obtained by Buyer from a violation or breach of, or default underGovernmental Authority, the Organizational Documents failure of such Seller, which to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien obtain would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consentprevent, approvalmaterially delay or materially impair the ability of Buyer to consummate the Transactions. (b) The execution, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution delivery and delivery performance of this Agreement and the Assignment and the other Transaction Documents by Buyer do not, and the consummation by Buyer of the transactions contemplated hereby and therebyTransactions will not, except for such filings as may be required constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of Buyer, (ii) with or without notice, lapse of time or both, a breach or violation of, or a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under or the HSR Act and as set forth creation of any Lien under any Contracts binding upon Buyer or, assuming compliance with the matters referred to in Section 3.05 of the Disclosure Schedules and such consents5.03(a), approvalsunder any Law, Permits, Permit or Governmental Orders, declarations, filings or notices with respect Order to which Buyer is subject, except, in the failure to obtaincase of clause (ii) above, as would not, individually or in the aggregate, would not have prevent, materially delay or reasonably be expected materially impair the ability of Buyer to have a Material Adverse Effectconsummate the Transactions.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except Except as set forth in Section 3.05 2.05(a) of the Company Disclosure SchedulesLetter, require the consentexecution and delivery by Seller of this Agreement do not, notice or and the performance of this Agreement, including the consummation of the Acquisition and the other action transactions contemplated hereby and compliance by any Person underSeller with the terms hereof will not, (1) conflict with, constitute or result in a any violation or breach of, constitute a of or default 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 (other than Permitted Liens) upon any of the properties or create in assets of the Company under, any party provision of (i) the right to acceleratecertificate of incorporation, terminatebylaws or other Organizational Documents of Seller or the Company, modify or cancel (ii) any Material Contract to which any Seller or the Company is a party or by which any of them its properties or assets is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesbound, assets or business of the Company; or (diii) any Law applicable to the Company or its properties or assets, other than in each case any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, or (2) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company. (b) Except as set forth on Section 2.05(b) of the Company Disclosure Letter, no notice to, or Consent of, any Person, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Seller or the Company in connection with Seller’s execution, delivery and performance of this Agreement or Seller’s consummation of the Acquisition or the other transactions contemplated hereby except in the cases of clauses (c) and (d)for such Consents, where the conflictregistrations, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice declarations or Lien would notfilings which, individually or in the aggregate, have or not had and would not reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance by a Seller each of this Agreement, the Assignment Parent and the other Transaction Documents to which it is a party, Merger Sub of its covenants and agreements and the consummation of the transactions contemplated hereby and thereby, do not and Merger will not: , (ai) conflict with, or result in a any violation or breach of any provision of, or default under, the Organizational Documents of such SellerParent or Merger Sub, to the extent such Seller is an entity, or the Company; (bii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a any violation or breach of, constitute a or default 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 material obligation or create in to the loss of a material benefit under any party the right to accelerate, terminate, modify or cancel any material Contract to which any Seller Parent or the Company Merger Sub is a party or by which any of them their respective properties or assets is bound or any material Permit applicable to which the business of Parent and its Affiliates or (iii) subject to obtaining the Consents referred to in Section 4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to Parent or Merger Sub or their respective properties and assets are subject (including any Material Contract) or any Permit affecting assets, except for, in the properties, assets or business case of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of foregoing clauses (cii) and (diii), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure any matter that would not have or would not be reasonably expected to give notice or Lien would nothave, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect. . (b) No consent, approval, Permit, Governmental Order, declaration Consent of or filing withfrom, or notice toFiling made to or with, any Governmental Authority Entity, is required to be obtained or made by Parent or with respect to Sellers or the Company any Affiliate of Parent in connection with the Parent's and Merger Sub's execution and delivery of this Agreement or their performance of their covenants and the Assignment and the other Transaction Documents and agreements hereunder or the consummation of the transactions contemplated hereby and therebyMerger, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 following: (i) the Required Statutory Approvals; (ii) the filing of the Disclosure Schedules Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; and (iii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which other Filings and Consents the failure of which to obtainmake or obtain would not have or would not reasonably be expected to have, individually or in the aggregate, would not have or reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment Agreement and the 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, or default under, any provision of the Organizational Documents certificate of such formation or other organizational documents of Seller, to the extent such Seller is an entity, or the Company; (b) subject to compliance with the HSR Act, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Sellers Seller, the Business or the CompanyPurchased Assets; (c) except as set forth in Section 3.05 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 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 or Material Permit to which any Seller or the Company is a party or by which any of them Seller or the Business is bound or to which any of their respective properties and assets the Purchased Assets are subject (including any Material Assigned Contract) or any Permit affecting the properties, assets or business of the Company); or (d) result in the creation or imposition of any Lien Encumbrance other than Permitted Liens Encumbrances on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectPurchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority or any other person is required by or with respect to Sellers or the Company Seller in connection with the execution and delivery of this Agreement and the Assignment and or any of the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which where the failure to obtainobtain or make any such consent, individually approval, Permit, Governmental Order, declaration or in the aggregatefiling, would or to give such notice, could not have or reasonably be expected to have a Material Adverse Effectprevent the consummation of the transaction or result in any material Loss or any material impediment to the operation of the Business by Buyer after the Closing Date.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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) Neither the ownership nor use of the Purchased Assets nor the conduct of the Business conflicts with the rights of any other person or entity or violates, or with or without the giving of notice or the passage of time, or both, will violate, conflict with or result in a violation default, breach or breach oftermination, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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, terminateloss of rights under, modify or cancel give rise to a lien, any Contract term or provision of (a) any of the Assumed Agreements, (b) any mortgage, indenture, deed of trust or Encumbrance, lease, license or agreement or (c) any law, ordinance, rule, regulation, order, judgment or decree to which any Seller or the Company is a party or by which Seller, the Business or any of them is its properties, assets or operations may be bound or affected or which might materially adversely affect Seller, the Business or any such properties, assets or operations. (b) No agreement, instrument or understanding, nor any judgment, writ, injunction, decree, order, law, rule or regulation to which Seller or Shareholder is a party or by which Seller or Shareholder or any of their respective properties and assets are subject (including any Material Contract) bound or any Permit affecting the propertiesaffected, assets has been or business of the Company; will be violated or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required breached by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement or the performance or satisfaction of the Transaction Documents or any other agreement or condition herein contained upon its part to be performed or satisfied by Seller or Shareholder. Except as disclosed on Schedule 4.4, no consents or other authorization (“Consents”) are required for the Seller’s and Shareholder’s execution, delivery, performance and satisfaction of this Agreement and the Assignment and the other Transaction Documents and the consummation assignment and assumption of the transactions contemplated hereby Assumed Agreements, and thereby, except for all such filings as may be required under the HSR Act and Consents shall have been obtained on or before Closing Date. Except as set forth in Section 3.05 on Schedule 4.4, each of the Disclosure Schedules and such consentsAssumed Agreements is freely assignable (subject to Seller obtaining any required Consents set forth on Schedule 4.4) without cost or additional obligation to Buyer, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which other than the failure to obtain, individually or in performance of the aggregate, would not have or reasonably be expected to have a Material Adverse Effectobligations arising after Closing.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by Seller does not, the Assignment and the other Transaction Documents execution and delivery of each Ancillary Agreement to which it Seller is, or is specified to be, a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and therebythereby (in each case, do not and 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 of, or default under, violate the Organizational provisions of any of the Charter Documents of such Seller, to the extent such Seller is an entity, (ii) violate or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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, an event of default or an event thatcreating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract (A) to which Seller is a party, (B) of which Seller is a beneficiary or (C) by which Seller or any of its respective assets is bound, (iii) violate or conflict with any Law, Authorization or without notice Order applicable to Seller, or lapse of time give any Governmental Entity or both, would constitute a default under, result in the acceleration of or create in any party other Person the right to accelerate, terminate, modify or cancel challenge any Contract to which any Seller of the transactions contemplated by this Agreement or the Company is a party or by which any of them is bound Ancillary Agreements or to which exercise any of their respective properties and assets are subject (including remedy, obtain any Material Contract) relief under or revoke or otherwise modify any Permit affecting the propertiesrights held under, assets any such Law, Authorization or business of the Company; Order, or (div) result in the creation or imposition of any Lien other than Permitted Liens on upon any properties or assets of the Companyassets owned or used by Seller. Section 4.3(a) of the Seller Disclosure Schedule sets forth all consents, except waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any Contract to which Seller is a party (collectively, “Consents”), in the cases case of clauses Contracts that are Assigned Contracts in order to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of Seller thereunder without any impairment or alteration whatsoever. (cb) and (d)No Authorization or Order of, where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person, is required by or with respect to Sellers or the Company Seller in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller of this Agreement, Agreement and each of the Assignment and the other Transaction Seller Ancillary Documents to which it Seller is a partyparty do not, and the consummation of the transactions contemplated hereby and thereby, do not and Contemplated Transactions by Seller will not: (ai) result in a violation or breach ofviolate, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underbreach, conflict with, result in a violation with or breach of, constitute a an event of default (or an event thatwhich with written notice, with or without notice or lapse of time or both, would both could constitute a default default) under, result in the acceleration of or of, create in any party other Person the right to accelerate, terminate, modify or cancel or require any notice under any material Contract or Authorization to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject party; (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (dii) result in the creation or imposition of any Lien Liens, other than Permitted Liens on created by Purchaser, upon the Company Interests; or (iii) violate any properties or assets of the Company, except in the cases of clauses (c) Applicable Law to which Seller is subject and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien which would not, individually or in the aggregate, have or reasonably be expected to have impair the ability of Seller to perform its obligations under this Agreement or any of the Seller Ancillary Documents to which Seller is a Material Adverse Effect. party. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, with or notice to, to any Governmental Authority Entity is required to be obtained by or with respect to Sellers or the Company Seller in connection with the execution and delivery of this Agreement and or any of the Assignment and the other Transaction Seller Ancillary Documents to which Seller is a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consentsAuthorizations, approvalsOrders, Permits, Governmental Ordersregistrations, declarations, filings and notices (i) that may be applicable as a result of matters specifically related to Purchaser or notices with respect to which its Affiliates, or (ii) the failure to obtain, individually or in the aggregate, obtain which would not have be reasonably expected to, and would not, materially impair or reasonably be expected delay the ability of Seller to have perform Seller’s obligations under this Agreement or the Seller Ancillary Documents to which Seller is a Material Adverse Effectparty or to consummate the Contemplated Transactions.

No Conflicts; Consents. The execution, execution and the delivery and performance by a Seller of this Agreement, the Assignment Agreement and the other Transaction Documents to which it is a partyby Seller and each other applicable Affiliate of Seller, the performance by Seller and each applicable Affiliate of Seller of its respective obligations hereunder and under each of the Transaction Documents, and the consummation of the transactions contemplated hereby Contemplated Transactions by Seller and therebyeach such other Affiliate, do will not and will not: (a) conflict with or violate any Laws to which Seller or any of its Affiliates are, or the Transferred Assets are, subject, (b) contravene, conflict with or result in a breach or violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law the formation and governing documents of Seller or Governmental Order applicable to Sellers or the Company; such Affiliate, (c) except as set forth in Section 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 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 of, create in any party the right to accelerate, terminate, modify modify, or cancel cancel, or require any notice or consent under any Assigned Contract or under any other agreement, contract, lease, license, instrument, or other arrangement to which any Seller or the Company any of its Affiliates is a party or by which any of them it is bound or and to which any of their respective properties and assets the Transferred Assets are subject (including any Material Contract) or any Permit affecting the propertiessubject, assets or business of the Company; or (d) result require the consent of any Governmental Authority, except for the notices to be submitted by Seller to the FDA pursuant to 21 CFR § 314.72 regarding the RHOFADE NDA and under 21 CFR § 312 regarding the RHOFADE IND, and any filing required in any relevant jurisdiction for the purpose of recording the assignment of any Intellectual Property Rights; except in each case as set forth on Section 4.3 of the Disclosure Schedules, or, in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (a), (c) and (d), ) where the conflict, such violation, conflict or breach, default, acceleration, termination, modification, cancellation, or the failure to give provide such notice or Lien obtain such consent, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consentbe material to the Rhofade Business, approval, Permit, Governmental Order, declaration or filing withthe Transferred Assets, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectIntellectual Property Rights.

No Conflicts; Consents. The execution(a) As of the Effective Date, no consent, approval, license, permit, order, qualification or authorization of, or registration, declaration, notice or filing with, any Governmental Authority or any other Person is required for or in connection with the execution and delivery and performance by a such Seller of this Agreement, the Assignment Agreement and the each other Transaction Documents Document to which it is a party, and the consummation by such Seller of the transactions contemplated hereby and therebyTransactions, do not and will not: other than (ai) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as those set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (dSchedule 6.4(a), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement and the Assignment and the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which (ii) those the failure of which to obtainobtain or make, individually or in the aggregate, would not have materially impair the ability of such Seller to perform its obligations under this Agreement and (iii) those that may be required solely by reason of the Buyer’s (as opposed to any other third party’s) participation in the Transactions. (b) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by such Seller and the effectuation of the transactions this Agreement and those Transaction Documents contemplate do not and will not (i) violate, breach or reasonably be expected constitute a default under (A) the Charter Documents, if applicable, of such Seller, (B) any Legal Requirement applicable to have such Seller, subject to obtaining all necessary consents and approvals set forth in Schedule 6.4(a), or (C) except as set forth on Schedule 6.4(a), any Material Contract of such Seller, except in the case of (B) or (C) as would not materially impair the ability of such Seller to perform its obligations under this Agreement, or (ii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any of Purchased Shares. (c) Except as Schedule 6.4(a) lists, no Legal Requirement requires such Seller to obtain any Governmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate, except in each case where the failure to obtain such Governmental Approval or make such filing would not materially impair the ability of such Seller to perform its obligations under the Transaction Documents. (d) Except as Schedule 6.4(a) sets forth, no material Contractual Commitment or other material agreement or material arrangement to which such Seller is a Material Adverse Effectparty or is bound or to which any of its properties or other assets are subject, requires such Seller to obtain any consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate, except in each case where the failure to obtain such consent or approval, or make such filing, would not materially impair the ability of such Seller to perform its obligations under the Transaction Documents.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller of this AgreementAgreement by each member of the Seller Group do not, the Assignment and the other Transaction Documents execution and delivery of each Ancillary Agreement to which it is each member of the Seller Group is, or specified to be, a party, the performance by each member of the Seller Group of its obligations hereunder and thereunder and the consummation by each member of the Seller Group of the transactions contemplated hereby and therebythereby (in each case, do not and 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 of, or default under, violate the Organizational provisions of any of the Charter Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 member of the Disclosure SchedulesSeller Group, require the consent, notice (ii) violate or other action by any Person under, conflict with, result in a violation or breach of, constitute a default, an event of default or an event thatcreating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract (A) to which any member of the Seller Group is a party, (B) of which any member of the Seller Group is a beneficiary or (C) by which any member of the Seller Group or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or without notice Order applicable to any member of the Seller Group, or lapse give any Governmental Entity or other Person the right to challenge any of time the transactions contemplated by this Agreement or boththe Ancillary Agreements or to exercise any remedy, would constitute a default obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the acceleration creation of any Liens upon any of the assets owned or create used by any member of the Seller Group. There are no consents, waivers, assignments or other approvals or actions that are required in any party connection with the right to accelerate, terminate, modify or cancel transactions contemplated by this Agreement under any Contract to which any member of the Seller or the Company Group is a party or by which any (collectively, “Consents”) in order (i) in the case of them is bound or Contracts that are not Assigned Contracts, to which any of their respective properties preserve all rights and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business benefits of the Company; or Seller Group thereunder and (dii) result in the creation or imposition case of any Lien other than Permitted Liens on any properties or assets Contracts that are Assigned Contracts, to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of the CompanySeller Group thereunder without any impairment or alteration whatsoever, except in such as have been delivered to Buyer on or before the cases date of clauses this Agreement. (cb) and (d)No Authorization or Order of, where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person, is required by or with respect to Sellers or any member of the Company Seller Group in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 The execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in a violation Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or breach ofviolate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (biii) result in a violation or any breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 (or an event thatwhich, with or without notice or lapse of time or both, would constitute become a default default) under, result in the or give to others any right of termination, amendment, acceleration of or create in any party the right to acceleratecancellation of, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any a Lien (other than any Permitted Liens Lien) on any properties material property or assets asset of the CompanyParent or any Parent Subsidiary pursuant to, except in the cases of any material Contract, except, with respect to clauses (cii) and (diii), where the conflictfor any such conflicts, violationviolations, breachbreaches, default, acceleration, termination, modification, cancellation, failure to give notice defaults or Lien other occurrences as would not, individually or in the aggregate, have or reasonably be expected to not have a Parent Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company in connection with the . (b) The execution and delivery of this Agreement by Parent does not, and the Assignment and the other Transaction Documents and the consummation performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the transactions contemplated hereby Exchange Act, state securities or “blue sky” laws and therebystate takeover laws, except for such filings and consents as may be required under the HSR Act rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as set forth in Section 3.05 of required by the Disclosure Schedules DGCL, and (ii) where the failure to obtain such consents, approvals, Permits, Governmental Orders, declarations, authorizations or permits or to make such filings or notices with respect to which the failure to obtain, individually or in the aggregatenotifications, would not have or reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Company of this Agreement, the Assignment and the other Transaction Documents to which it is a partyAgreement do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof will not: (a) , conflict with, or result in a any violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 loss of a material benefit under, or result in the acceleration creation of any Lien other than any Permitted Lien upon any of the properties or create in assets of the Company under, any party provision of (i) the right to accelerateCompany Charter or the Company Bylaws, terminate, modify or cancel (ii) any Material Contract to which any Seller or the Company is a party or by which (iii) subject to the filings and other matters referred to in Section 4.05(b), any of them Judgment or, assuming the representations and warranties set forth in Section 5.08 are true and correct, any Law, in either case, that is bound applicable to the Company or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesits business, assets or business of the Company; or (d) result other than, in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cii) and (diii), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien any such items that would notnot reasonably be expected to, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. . (b) No consentConsent of, approval, Permit, Governmental Orderor registration, declaration or filing with, or notice topermit from, any Governmental Authority Entity, is required to be obtained or made by or with respect to Sellers or the Company in connection with the execution execution, delivery and delivery performance of this Agreement and the Assignment and the other Transaction Documents and or the consummation of the transactions contemplated hereby Transactions, other than (i) the filing with the SEC of (A) the Schedule 14D-9 and thereby(B) such reports under the Exchange Act as may be required in connection with this Agreement, except for the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iii) such filings as may be required under the HSR Act rules and as set forth in Section 3.05 regulations of the Disclosure Schedules Nasdaq and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which other items the failure of which to obtainobtain or make would not reasonably be expected to, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by a such Seller of this Agreement, the Assignment Agreement and the other Transaction Ancillary Documents to which it is a partyparty and each instrument required hereby or thereby, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) if such Seller is Lenco, conflict with or result in a violation or breach of, or default under, the Organizational Documents an organizational documents of such Seller, to the extent such Seller is an entity, or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Companysuch Seller; (c) except as set forth in Section 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 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 Contract to which any such Seller or the Company is a party or by which any of them such Seller is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or any Permit affecting the properties, properties or assets or business of the Companysuch Seller; or (d) result in the creation or imposition of any Lien Encumbrance other than Permitted Liens Encumbrances on any properties or assets of the Companysuch Seller, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would noteach case which would, individually or in the aggregate, have or reasonably be expected to have result in a Material Adverse Effectmaterial adverse effect on such Seller’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company such Seller in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectAct.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation or breach of, of any provision of the certificate of incorporation or default under, by-laws of Seller or the Organizational Documents Articles of such Seller, to the extent such Seller is an entity, or Association of the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers Seller or the Company; or (c) except as set forth in Section 3.05 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cb) and (dc), where the conflict, violation, breach, conflict, default, acceleration, termination, modification, cancellation, acceleration or failure to give notice or Lien would not, not individually or in the aggregate, have be material to Seller or reasonably be expected the Company or impair the ability of Seller or the Company to have a Material Adverse Effectconsummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers Seller or the Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 4.05 of the Disclosure Schedules and or such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtainwhich, individually or in the aggregate, would not have be material to Seller or reasonably be expected the Company or impair the ability of Seller or the Company to have a Material Adverse Effectconsummate the transactions contemplated hereby.

No Conflicts; Consents. The (a) Subject to the receipt of the Consents and Permits, and the making of the declarations, filings and notices, referred to in Section 3.5(b), neither the execution, delivery and or performance by a such Seller of this Agreement, the Assignment Agreement and the other Transaction Documents Agreements to which it such Seller is a party, and nor the consummation of the transactions contemplated hereby, will: (i) result in a material violation or material breach of, or material default under, or the acceleration of any rights under or the creation in any party of the right to accelerate, any provision of the Organizational Documents of such Seller or any Acquired Company; (ii) result in a violation of, or give any Governmental Body the right to challenge any of the transactions contemplated hereby and therebyunder, do not and will not: any Law or Order applicable to such Seller or any Acquired Company; or (aiii) (A) result in a violation or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (bB) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 or an event that, with or without notice or lapse of time or both, would constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify terminate or cancel or (D) require the Consent of any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including other Person under, any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cii) and (d), iii) where the such conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure event of default or other result described in such clauses would not reasonably be expected to give notice or Lien would nothave, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. No consent. (b) Except as set forth in Section 3.5(b) of the Sellers Disclosure Schedules, approvalno Consent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Body is required by or with respect to Sellers such Seller or the any Acquired Company in connection with the execution and delivery of this Agreement and or the Assignment consummation of the transactions contemplated hereby, except for such Consents, Permits, declarations, filings or notices the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth in Section 3.5(c) of the Sellers Disclosure Schedules, no party has or will have any right under the Sellers Shareholders Agreement in respect of the execution, delivery or performance by such Seller of this Agreement and the other Transaction Documents and Agreements to which such Seller is a party, nor the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 or therein. The Sellers Shareholders Agreement does not contain or impose any obligations or liabilities on any of the Disclosure Schedules and Acquired Companies which would survive such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect agreement’s termination pursuant to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectSection 2.3(b)(iii)(D).

No Conflicts; Consents. The executionExcept as required under the HSR Act, delivery and performance by a Seller of this Agreementno consent, the Assignment and the 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 or breach Permit of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 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 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 Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Orderregistration, declaration or filing (each, a “Filing”) with, or notice to, any Governmental Authority Entity which has not been obtained or made by Seller is required by for or with respect to Sellers or the Company in connection with the execution and delivery of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated hereby. Except as set forth on Schedule 4.2, the execution, delivery and the Assignment and the other Transaction Documents performance of this Agreement by Sellers does not, and the consummation by Seller of the transactions contemplated hereby and therebywill not, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 (i) violate any provision of the Disclosure Schedules organizational or governing documents of any Seller, (ii) subject to obtaining the Consents and such consentsthe Permits and/or Filings referred to in this Section 4.2, approvals, Permits, conflict with or violate in any material respect any law applicable to Sellers or any permit or order of any Governmental Orders, declarations, filings or notices Entity currently in effect with respect to the Business, (iii) violate any provision of any Material Contract or by its terms expressly grant to the other party thereto the right to terminate a Material Contract directly as a result of the sale of the Business by Sellers and the Seller Subsidiaries, or (iv) result in the imposition of any Lien (other than Permitted Liens) on any Business Assets pursuant to, any mortgage, lease, Permit, Contract, instrument, law, order, arbitration award or Judgment to which any Seller is bound, except in the failure to obtaincase of clauses (ii), (iii), and (iv) as would not reasonably be expected, individually or in the aggregate, to require payment by or result in a loss to the Business of more than $25,000. Schedule 4.2 sets forth all third party consents required under Material Contracts and any other Contracts required in connection with the consummation of the transactions contemplated by this Agreement, except in the case of non-Material Contracts, as would not have or reasonably be expected expected, individually or in the aggregate, to have require payment by or result in a Material Adverse Effectloss to the Business of more than $25,000 (the “Consents”).

No Conflicts; Consents. (a) The execution, delivery and performance by a Seller Medicis of this Agreement, the Assignment and the other Transaction 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, or default under, any provision of the Organizational Documents certificate of such Sellerincorporation, to the extent such Seller is an entity, by-laws or the Companyother organizational documents of Medicis; (bii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers Medicis, the Product, or the CompanyProduct Rights; (ciii) except as set forth in Section 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 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 Contract contract or Product Registration to which any Seller or the Company Medicis is a party or by which any of them Medicis is bound or to which any of their respective properties and assets the Product Rights are subject (including any Material Assigned Contract) or any Permit affecting the properties, assets or business of the Company); or (div) result in the creation or imposition of any Lien other than Permitted Liens Encumbrances on any properties or assets of the Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectProduct Rights. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Company Medicis in connection with the execution and delivery of this Agreement and the Assignment consummation of the transactions contemplated hereby and thereby, except for notice with respect to any Product Registrations transferred to Buyer. (b) The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) 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; (ii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Product, or the Product Rights; (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default 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 contract or Product Registration to which Seller is a party or by which Seller is bound or to which any of the Product Rights are subject (including any Assigned Contract); or (iv) result in the creation or imposition of any Lien other than Permitted Encumbrances on the Product Rights. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the 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 as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices notice with respect to which the failure any Product Registrations transferred to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse EffectBuyer.

No Conflicts; Consents. The execution, delivery and performance by a Seller of this Agreement, the Assignment and the 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 or breach of, or default under, the Organizational Documents of such Seller, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except Except as set forth in Section 3.05 4.02(a) of the Disclosure Schedules, require and provided that the consentnotifications and approvals set forth in Section 4.02(b) or in Section 4.02(b) of the Disclosure Schedules are made or obtained, notice none of the execution and delivery by such Seller of this Agreement or other action the Transaction Documents to which such Seller is a party, the consummation of the Transactions by such Seller, or compliance by such Seller with any Person under, of the provisions hereof or thereof will conflict with, or result in a any violation or breach of, constitute a breach of or default or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, result in or give rise to a right of termination, cancellation, acceleration, modification, or loss of any material benefit under, any provision of: (i) the acceleration Organizational Documents of or create in any party such Seller; (ii) to the right to accelerateactual knowledge of such Seller, terminate, modify or cancel any Contract to which any such Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of such Seller are bound or affected or cause the Companycreation of any Encumbrance, except other than Permitted Encumbrances, upon any of the assets of such Seller; (iii) any Order of any Governmental Authority applicable to such Seller or by which any of the properties or assets of such Seller are bound; or (iv) any Law applicable to such Seller. (b) Except as set forth in Section 4.02(b) of the cases of clauses (c) and (d)Disclosure Schedules, where the conflictno consent, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consentwaiver, approval, Order, Permit, Governmental Orderor authorization of, declaration or declaration, registration, or filing with, or notice notification to, any Person or Governmental Authority is required by or with respect to Sellers or on the Company part of such Seller in connection with the such Seller’s execution and delivery of this Agreement and or the Assignment and the other Transaction Documents and to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby and therebyby this Agreement by such Seller, except for such filings as may be required under for: (i) compliance with the applicable requirements of the HSR Act Act, and as set forth in Section 3.05 of the Disclosure Schedules and such consents(ii) any applicable filings under state securities, approvals, Permits, Governmental Orders, declarations, filings “Blue Sky,” or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effecttakeover laws.

No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by a Seller Sellers of this AgreementAgreement or the Ancillary Agreements, the Assignment and the other Transaction Documents to which it is a party, and nor the consummation of the transactions contemplated hereby and or thereby, do not and will not: will: (ai) result in a violation or breach of, or default under, any provision of the Organizational Documents of such Seller, to the extent such Seller is an entity, Sellers or the any Acquired Company; ; (bii) result in a violation of, or breach give any Governmental Body the right to challenge any of any provision of the transactions contemplated hereby under, any Law or Governmental Order applicable to Sellers or the any Acquired Company; or (ciii) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, (A) result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would (B) constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminateterminate or cancel, modify or cancel (D) require the Consent of any Contract to which any Seller or the Company is a party or by which any of them is bound or to which any of their respective properties and assets are subject (including other Person under, any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company, except in the cases case of clauses (cii) and (d), iii) where the such conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice event of default or Lien other result described in such clauses would not, individually or in the aggregate, have or not reasonably be expected to have a Company Material Adverse Effect. . (b) No consent, approvalConsent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Body is required by or with respect to Sellers or the any Acquired Company in connection with the execution and delivery of this Agreement and the Assignment and the other Transaction Documents and or the consummation of the transactions contemplated hereby and therebyhereby, except for such (i) compliance with and filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules Consents required pursuant to any other Antitrust Laws and (ii) such consents, approvalsConsents, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure of which to obtain, individually make or in the aggregate, obtain would not have or reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by a Seller the Buyer of this Agreement, the Assignment Agreement and the other Transaction Documents Ancillary Agreements to which it is a partyparty does not, and the performance by the Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebythereby (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , directly or indirectly, (ai) result in a violation violate or breach of, or default under, conflict with the provisions of any of the Organizational Documents of such Sellerthe Buyer or (ii) violate, to the extent such Seller is an entity, or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person underbreach, conflict with, result in a violation with or breach of, constitute a default default, an event of default, or an event thatcreating or accelerating any additional rights (including rights of payment amendment, with impairment, suspension, revocation, acceleration, termination or without notice cancellation), imposing of additional obligations or lapse resulting in a loss of time any rights or bothrequire a consent, would constitute a default underwaiver or the delivery of notice, result in under any Contract, Law or Permit applicable to the acceleration of Buyer or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company Buyer is a party or a beneficiary or by which any of them is bound the Buyer or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Companysubject, except in the cases case of clauses clause (cii) and (d)where such violation, where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice event or Lien other item would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. No consentmaterially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements. (b) Except for the requirements of the HSR Act and as set forth on Schedule 5.3(b) of the Buyer Disclosure Schedules, approvalno Permit or Order of, Permit, Governmental Order, declaration or filing with, or notice to, to any Governmental Authority Person is required by or with respect to Sellers or the Company Buyer in connection with the execution and delivery of this Agreement and the Assignment Ancillary Agreements, the performance of the obligations hereunder and the other Transaction Documents thereunder and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which where the failure to obtain, individually obtain such Permit or in the aggregate, Order would not have or reasonably be expected to have a Material Adverse Effectmaterially impair or delay the ability of the Buyer to perform its obligations under this Agreement and the Ancillary Agreements.