Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. Neither the execution and delivery of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Shareholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law Contract to or Judgment applicable by which Shareholder is a party or bound to such Shareholder or to such by which Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is are bound or subject or otherwise under which Shareholder has rights or benefits or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to Shareholder or to Shareholder’s properties or assets of such (including Shareholder, except’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notany such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate would not reasonably be expected to have a (x) impair in any material adverse effect on respect the ability of such Shareholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, or notice to any Governmental Authority Entity or other person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required to be made by Shareholder in connection with the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreement or the compliance by Shareholder with the provisions of this Agreement, other than except for (1) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby (including any filing required under Section 13 or Section 16 under the Exchange Act), (2) filings or Consents contemplated by the Merger Agreement, (3) those Consents which have already been obtained or made, and (4) where the failure to obtain such Consents that, if would not obtained, made prevent or given, would not, individually or in delay the aggregate, reasonably be expected to have a material adverse effect on the ability performance by Shareholder of such Shareholder to perform its Shareholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreementin any material respect.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to Stockholder or to Stockholder’s properties or assets of such Shareholder, except(including Stockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to Stockholder or to Stockholder’s properties or assets of such Shareholder, except(including Stockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither (a) The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby and (b) the execution, delivery and performance by each applicable Subsidiary of Seller of the Transaction Documents to which such Subsidiary is a party, and the consummation of the transactions contemplated thereby do not and will not: (i) result in a violation or breach of or conflict with any provision of the certificate of incorporation or by-laws (or equivalent organizational documents) of Seller or such Subsidiaries, as applicable, in each case, amended to the date of this Agreement; (ii) create any Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset; (iii) result in a violation or breach of or conflict with any provision of any Law or Governmental Order applicable to Seller, any of such Subsidiaries, the Joe’s Business or the Purchased Assets; or (iv) except as set forth in Section 4.03 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or result in the acceleration of any Assigned Contract. Except as set forth on Section 4.03 of the Seller Disclosure Letter, no material consent, approval, Permit, or Governmental Order of, material declaration or filing with, or material notice to, any Governmental Authority is required by or with respect to Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement by such Shareholder, nor or any of the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any hereby and thereby. Except as set forth in Section 4.03 of the terms Seller Disclosure Letter, no consents or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision approvals of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is non-governmental Person are necessary for the execution and delivery of this Agreement by such Shareholder, and the performance by such Shareholder of its obligations hereunder other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, other than such Consents that, if not obtained, made or given, would not, individually or in including the aggregate, reasonably be expected to have a material adverse effect on transfer of all the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchased Assets.

No Conflicts; Consents. Neither Except as set forth on Section 3.4 of the Seller Disclosure Schedules, the execution and delivery by each Seller of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder the Sellers of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Sellers with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, require any Approvals (other than by any Governmental Entity) under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the a loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Company Equity Interests, Purchased Assets or assets of such Shareholderany Purchased Company or any Subsidiary of a Purchased Company under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of any Seller, Purchased Company or Subsidiary of a Purchased Company or (b) any Judgment or Law applicable to the Business, the Purchased Assets, any Purchased Company or any Subsidiary of a Purchased Company or (c) any Specified Business Contract to which any Seller, Purchased Company or any Subsidiary of a Purchased Company is a party or by which any property or assets of any Seller, Purchased Company or Subsidiary of a Purchased Company are bound, except, in the case of clause (ii)each case, as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably material to the Business. No Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have the Sellers, the Purchased Companies or any Subsidiary of a material adverse effect on Purchased Company in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) and (ii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance of this Agreement by GSK Parent and each Ancillary Implementing Agreement by a Transferor party to such ShareholderAncillary Implementing Agreement, nor and the consummation by such Shareholder of the transactions contemplated hereby and thereby, by this Agreement, nor performance or compliance by GSK Parent and such Shareholder with any of Transferor do not and will not at the terms or provisions hereof, will Relevant Closing (ia) if such Shareholder is not a natural person, conflict with or violate any provision of the articles of association or equivalent organisational documents of GSK Parent or the comparable organizational documents of any certificate of incorporationthe other Transferors, bylaws (b) subject to obtaining the consents set forth in the Schedules to this Agreement or trust the Disclosure Letter, result in a violation of, or require the consent of any Person pursuant to, or conflict with, constitute a default under, or result in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of the Transferors (or similar organizational documentsany Subsidiary thereof) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties a loss of any benefit of the Transferring Businesses or assets the Transferring Assets, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing or result in the imposition of a Lien on any Transferring Asset, other than Permitted Liens, or (including such Shareholder’s Subject Shares)c) assuming compliance with the matters set forth in the Schedules to this Agreement or the Disclosure Letter, (y) violate or constitute result in a breach of or constitute a default (with under any Law, Governmental Authorization or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation other restriction of any obligation or to the loss of any benefit under, any Contract Governmental Authority to which such Shareholder is a party any Transferor (or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject SharesSubsidiary thereof) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholdersubject, except, in the case of clause (ii), as would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to have a material adverse effect on prevent the ability of such Shareholder to perform its obligations under this Agreement GSK Parent or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, Transferors from consummating any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementRelevant Closing.

No Conflicts; Consents. Neither The execution, delivery and performance by Seller of this Agreement and the other Seller Transaction Documents, and the completion of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, bylaws or other organizational documents of Seller, the Company or any Subsidiary; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Company or any Subsidiary, assuming the receipt of all approvals relating to filings under the HSR Act, as described further below; (c) except as set forth in Section 2.05 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, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which Seller, the Company or any Subsidiary is a party or by which Seller, the Company or any Subsidiary is bound or to which any of their respective properties and assets are subject or any material Permit affecting the properties, assets or business of the Company or any Subsidiary; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or any Subsidiary. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller, the Company or any Subsidiary in connection with the execution and delivery of this Agreement and the other Transaction Documents to which Seller or the Company is party or will be a party as contemplated by such Shareholder, nor this Agreement and the consummation by such Shareholder completion of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by except for such Shareholder with any of filings as may be required under the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementHSR Act.

No Conflicts; Consents. Neither The execution, delivery, and performance by the execution and delivery Seller Parties of this Agreement by such Shareholderand the documents to be delivered hereunder, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance do not and will not: (a) violate or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate the articles of incorporation, bylaws articles of organization, bylaws, operating agreement or trust other organizational documents of Seller or LicenseCo (or similar organizational documents) of such Shareholder, as applicable); (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (yb) violate or constitute a breach of or default (conflict with or without notice of lapse of timeany judgment, order, decree, statute, law, ordinance, rule, or both) under regulation applicable to any Seller Party or give rise to a right of termination, modification, LicenseCo or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder Seller or LicenseCo or the Assets are bound or affected, including without limitation, the Assumed Liabilities; or (c) subject to those disclosures set forth on Schedule 5.5 attached hereto, conflict with, violate or result in the breach of, or create any encumbrance on the Assets pursuant to, any agreement, instrument, order, judgment, law, or governmental regulation to which any Seller Party or LicenseCo is a party or is subject or by which any the Assets are bound. Except for (i) the approval of the properties or assets Arizona Department of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in Health Services of the creation change of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected control with respect to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions LicenseCo contemplated by this Agreement. No Agreement (the “AZDHS CoC Approval”) and (ii) the landlord’s consent or approval ofto the assignment of the Lease for the Leased Premises, no consent, approval, waiver, or filing, license, permit authorization is required to be obtained by Seller or authorization, declaration LicenseCo from any person or registration with, entity (including any Governmental Authority (“Consent”Authority) is necessary for in connection with the execution execution, delivery, and delivery performance by the Seller Parties of this Agreement by such Shareholderand the documents to be delivered hereunder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby. Moreover, other than such Consents that, if not obtained, made or given, would not, individually or with the exception of claims asserted in the aggregatePending Litigation Matter there are no Actions pending regarding the ownership, reasonably be expected to have a material adverse effect on the ability management or control of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementLicenseCo.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not require the consent or approval of any other Person pursuant to, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in clauses (1) and (2) of the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Order, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery by UABRF of this Agreement by such Shareholderand the Ancillary Documents to which UABRF is or will be a party do not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder UABRF with any of the terms or provisions hereofhereof and thereof will not, will (i) if such Shareholder is not a natural personcontravene, conflict with or violate any provision of any certificate of incorporationwith, bylaws or trust (or similar organizational documents) of such Shareholderresult in a breach of, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under or give rise to a right of termination, modificationviolation of, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien Encumbrance pursuant to, (other than Permitted Lieni) on any properties or assets provision of such Shareholderthe charter documents of UABRF, except, in the case of clause (ii)) any judgment, as would notorder, individually decree, rule, law or in regulation of any court or governmental authority, foreign or domestic, applicable to UABRF or to the aggregateTechnology, except where any such contravention, conflict, breach or default could not reasonably be expected to have a material adverse effect on Fluidigm’s rights under the ability of such Shareholder to perform its obligations under this New License Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby, or (iii) any provision of any agreement, instrument or understanding to which UABRF is a party or by this Agreementwhich UABRF is bound or any of [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation the Technology is affected, other than except where such Consents thatany such contravention, if conflict, breach or default could not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Fluidigm’s rights under the ability of such Shareholder to perform its obligations under this New License Agreement or the consummation of the transactions contemplated hereby, nor will such actions give to consummate any other person or entity any interests or rights of any kind, including rights of termination, acceleration or cancellation, in or with respect to any of the Technology, or result in the creation of any Encumbrance on any of the Technology. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or any governmental authority is required to be obtained on the part of the UABRF to permit the consummation of the transactions contemplated by this AgreementAgreement or the Ancillary Documents.

No Conflicts; Consents. Neither the The execution and delivery by Republic and Merger Sub of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, nor performance or including the Merger, and compliance by such Shareholder with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Contract to which such Shareholder is a party Person under, or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such ShareholderRepublic or any Republic Subsidiary under, exceptany provision of (a) the Republic Charter, the Republic By-laws or the comparable charter or organizational documents of any Republic Subsidiary, (b) any Material Republic Contract or (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Law applicable to Republic or any Republic Subsidiary or their respective properties or 25 assets, other than, in the case cases of clause clauses (ii)b) or (c) above, as would notany such items that, individually or in the aggregate, have not had or would not reasonably be expected to have a material adverse effect Material Adverse Effect on Republic. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to Republic or any Republic Subsidiary in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, including the Merger, other than (i) compliance with the HSR Act, any other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Republic or any Republic Subsidiary under the Antirust Laws (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (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 Republic is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 5.05 of the Republic Disclosure Schedule and (vii) such Consents thatwhich, if not obtained, made or given, would notobtained, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementRepublic.

No Conflicts; Consents. Neither the The execution and delivery by the Acquirer of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by such Shareholder with any the provisions of the terms or provisions hereof, this Agreement will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Acquirer or any of its Subsidiaries under any provision of (A) the certificate of formation or limited liability company agreement of the Acquirer or (B) (1) any Contract to which such Shareholder the Acquirer or any of its Subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject are bound, or (z2) result any Law or any Judgment, in each case, applicable to the creation Acquirer or any of its Subsidiaries or any Lien (other than Permitted Lien) on any of their respective properties or assets of such Shareholderassets, exceptother than, in the case of such clause (ii)B) above, as would notany such conflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on an Acquirer Material Adverse Effect. Other than in connection or in compliance with the ability provisions of such Shareholder to perform its obligations under this Agreement the Securities Act and the securities or to consummate blue sky laws of the transactions contemplated by this Agreement. No consent various states or the HSR Act, no notice to, registration, declaration or filing with, review by, or authorization, consent, order, waiver, authorization or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder the Acquirer of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancelation or acceleration of any material obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms or provisions hereofSubject Shares under, will (i) if such Shareholder Stockholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderStockholder, (ii) (x) violate any Law Contract to or Judgment applicable to by which such Shareholder Stockholder is a party or to or by which such ShareholderStockholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such ShareholderStockholder’s Subject Shares) is are bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, exceptStockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notany such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, rights, losses, or Liens that individually or in the aggregate, aggregate would not reasonably be expected to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, or notice to any Governmental Authority Entity (“Consent”) is necessary for required to be made by such Stockholder in connection with the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and Stockholder or the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement, other than except for (1) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby (including, without limitation, any filing required under Section 13 or Section 16 under the Exchange Act), (2) filings or Consents contemplated by the Merger Agreement, (3) those Consents which have already been obtained or made and (4) any Consents that, if not obtained, made or given, would not, individually or in the aggregate, would not reasonably be expected to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which 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 of any Seller or any of the Acquired Companies; (b) conflict with or result in a violation or breach in any material respect of any provision of any Law or Governmental Order applicable to any Seller or any of the Acquired Companies; (c) 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 any material Permit affecting the Assets or properties, assets or business of any of the Acquired Companies; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any Asset or any properties or assets of any of the Acquired Companies. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or any of the Acquired Companies in connection with the execution and delivery of this Agreement by such Shareholder, nor and the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by except for such Shareholder with any of filings as may be required under the terms or provisions hereof, will HSR Act (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lienevent the HSR Exemption shall not be available) on any properties and such consents, approvals, Permits, Governmental Orders, declarations, filings or assets of such Shareholdernotices which, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

No Conflicts; Consents. Neither the The execution and delivery by the Acquirer of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and compliance by such Shareholder with any the provisions of the terms or provisions hereof, this Agreement will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Acquirer or any of its Subsidiaries under any provision of (A) the certificate of limited partnership or limited partnership agreement of the Acquirer or (B) (1) any Contract to which such Shareholder the Acquirer or any of its Subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject are bound, or (z2) result any Law or any Judgment, in each case, applicable to the creation Acquirer or any of its Subsidiaries or any Lien (other than Permitted Lien) on any of their respective properties or assets of such Shareholderassets, exceptother than, in the case of such clause (ii)B) above, as would notany such conflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on an Acquirer Material Adverse Effect. Other than in connection or in compliance with the ability provisions of such Shareholder to perform its obligations under this Agreement the Securities Act and the securities or to consummate blue sky laws of the transactions contemplated by this Agreement. No consent various states or the HSR Act, no notice to, registration, declaration or filing with, review by, or authorization, consent, order, waiver, authorization or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder the Acquirer of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder Stockholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, exceptStockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, aggregate are not reasonably be expected likely to have a (x) impair in any material adverse effect on respect the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, except for (1) filings under the HSR Act and any other than such Consents thatapplicable competition, if not obtainedmerger control, made antitrust or givensimilar law or regulation, would not, individually or in (2) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (3) those Consents which have already been obtained.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, exceptStockholder’s Subject Shares) other than, in the case of clause clauses (ii)) and (iii) of this paragraph, as would notconflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate, reasonably be expected to have a material adverse effect on aggregate will not (x) impair the ability of such Shareholder Stockholder to perform its obligations under this Agreement or to consummate (y) prevent, impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority Entity or other Person (and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither the (a) The execution and delivery by the Company of this Agreement and the Statutory Merger Agreement does not, and the performance by such Shareholder, nor it of its obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any of Merger and the terms or provisions hereof, other Transactions will not (i) if such assuming that the Company Shareholder Approval is not a natural personobtained, contravene, conflict with, or result in any violation or breach of any provision of the Company Organizational Documents or of any provision of the Organizational Documents of any Company Subsidiary; (ii) assuming compliance with the matters referred to in Section 3.05(b) (solely with respect to the performance of the Agreement and the consummation of the Transactions) and that the Company Shareholder Approval is obtained, contravene, conflict with or violate any provision result in a violation or breach of any certificate Law (including any rule of incorporationthe NYSE) or Judgment, bylaws or trust (or similar organizational documents) of such Shareholderin each case, (ii) (x) violate any Law or Judgment applicable to such Shareholder the Company or to such Shareholder’s any Company Subsidiary or by which their respective properties or assets are bound or affected; (including such Shareholder’s Subject Sharesiii) assuming that the Company Shareholder Approval and the Minority Shareholder Approval are obtained and assuming compliance with the matters referred to in Section 3.05(b), (y) violate require any payment to or consent or other action by, or notice to, any Person under, constitute a breach of or default (or constitute an event that, with or without notice of or lapse of timetime or both, would constitute a breach or default) under, or both) under cause or give rise to a right of permit the termination, modificationcancellation, acceleration or cancelation other change of any right or obligation or to the loss of any benefit under, to which the Company or any of the Company Subsidiaries is entitled under any provision of any Contract to which such Shareholder is a party or any Permit of the Company or any of the Company Subsidiaries or by which any of the properties their respective property or assets of such Shareholder (including such Shareholder’s Subject Shares) is are bound or subject affected; or (ziv) result in the creation or imposition of any Lien (other than Permitted Lien) on any properties property or assets asset of the Company or any of the Company Subsidiaries, with only such Shareholder, exceptexceptions, in the case of clause each of clauses (iiiii) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

No Conflicts; Consents. Neither Except as set forth in Section 4.04 of the Disclosure Schedule, the execution and delivery by the Company and each of its applicable Subsidiaries of this Agreement by such Shareholderand each Ancillary Agreement to which it is, nor or is specified to be, a party do not, and the consummation by such Shareholder of the Acquisitions, the IPC Acquisition, the Reorganization and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder the Company and each of its applicable Subsidiaries with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision breach or violation of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the organizational and governance documents of the Company or any of its Subsidiaries, (b) any Contract to which such Shareholder the Company or any of its Subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (c) any Judgment or (z) result in Law applicable to the creation Company or any of any Lien (other than Permitted Lien) on any its Subsidiaries or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)b) and (c) above, as would notany such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect. No consent or approval Consent of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to the execution Company or any of its Subsidiaries or Affiliates in connection with the execution, delivery and delivery performance of this Agreement by such Shareholderor the Ancillary Agreements or the consummation of the Acquisitions, the performance by such Shareholder of its obligations hereunder and IPC Acquisition, the consummation by such Shareholder of Reorganization or the other transactions contemplated by this Agreementhereby or thereby, other than such Consents that, if not obtained, made (i) compliance with and filings under the HSR Act and (ii) those the failure of which to be obtained or given, would notmade, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with any of the terms of this Agreement do not and will not require the consent or provisions hereof, will (i) if such Shareholder is not a natural personapproval of any other Person pursuant to, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of of, or result in termination, modificationamendment, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Encumbrance (except as set forth in this Agreement) in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (zii) result subject to the governmental filings and other matters referred to in clauses (1) and (2) of the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Order, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither Other than as would not be reasonably likely to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement, the execution and delivery by Buyer of this Agreement does not, and the execution and delivery by such ShareholderBuyer of each Ancillary Agreement will not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and thereby and Buyer’s compliance by such Shareholder with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of Buyer under, any provision of (i) the certificate of amalgamation or articles or other organizational documents of Buyer, (ii) any Contract material to the ability of Buyer to consummate the transactions contemplated hereby or by the Ancillary Agreements, to which such Shareholder Buyer is a party or by which any of the its properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or Applicable Law applicable to Buyer or its properties or assets. No Consent of or registration, declaration or filing with any Governmental Authority is required to be obtained or made by or with respect to Buyer in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby, other than (zi) result those set forth on Schedule 4.03, (ii) those that may be required by reason of the terms or nature of the Purchased Assets or the participation of Seller (as opposed to those required solely by reason of the participation by Buyer as opposed to any other Third Party, including any other Third Party organized outside, or controlled by a Person organized outside, the United States) in the creation of any Lien transactions contemplated hereby and by the Ancillary Agreements and (other than Permitted Lieniii) on any properties those that, if not obtained or assets of made by Buyer, such Shareholder, except, in the case of clause (ii), as failure would not, individually or in the aggregate, not be reasonably be expected likely to have a material adverse effect on the Buyer’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither Except as set forth on Section 3.4 of the Seller Disclosure Schedules, the execution and delivery by Seller of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Seller with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Assets under, any provision of (a) the certificate of incorporation, bylaws or assets equivalent governing documents of such Shareholderany Seller Entity or Purchased Entity, (b) any of the Purchased Venture Governing Documents of a Purchased Venture, (c) any Judgment or Law applicable to the Business, or to which any Seller Entity, Purchased Entity or Purchased Venture is subject, or (d) any Material Contract or Business Permit, except, in with respect to the case of foregoing clause (iid), as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the Business or to impair or materially delay the ability of such Shareholder Seller to (x) perform its obligations under this Agreement or to (y) consummate the Transaction and the other transactions contemplated by this Agreementhereby. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, Approval of any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to the execution Seller Entities or, the Purchased Companies in connection with the execution, delivery and delivery performance of this Agreement by such Shareholder, or the performance by such Shareholder consummation of its obligations hereunder the Transaction and the consummation by such Shareholder of the other transactions contemplated by this Agreementhereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) in respect of any Permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and (iii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the Business or impair or materially delay the ability of such Shareholder Seller to (x) perform its obligations under this Agreement or to (y) consummate the Transaction and the other transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither the The execution and delivery by Purchaser of this Agreement by such Shareholderand the other Transaction Documents to which it is or will be a party does not, nor and the consummation by such Shareholder Purchaser of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, require any consent or other action by a Person, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any right or obligation or to the any loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such ShareholderPurchaser or any of its Subsidiaries under, any provision of (a) the Organizational Documents of Purchaser, (b) any Judgment or Law applicable to Purchaser or its Subsidiaries, or the properties or assets of Purchaser or its Subsidiaries or (c) any Contract pursuant to which Purchaser or any of its Subsidiaries is a party, except, in with respect to the case of clause foregoing clauses (iib) and (c), as for any such items that would notnot reasonably be expected to have, individually or in the aggregate, reasonably a Purchaser Material Adverse Effect. Assuming the truth and accuracy of the representations and warranties of Seller set forth in Article III, no Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have a material adverse effect on Purchaser in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or the consummation of the Transaction and the other transactions contemplated hereby, other than (i) compliance with any applicable requirements of the HSR Act and with any other Antitrust Law, (ii) Approval of Purchaser by the EC as an acceptable purchaser of the Business pursuant to consummate the EC Buyer Approval and the EC Commitments relating to the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority the Merger Agreement and (“Consent”iii) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents those that, if not obtained, made or given, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect.

No Conflicts; Consents. Neither 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 such Seller of this Agreement and the other Transaction Documents, 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, any provision of its organizational documents or any 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 Order applicable to such Seller; (c) require the consent, notice or other action by any Person, 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, any material Contract to which such Seller is a party or by which such Seller is bound or to which any of its material properties and assets are subject or any material Permit affecting the properties, assets or businesses of such Seller or (d) result in the creation or imposition of any Encumbrance on any of the Shares or, except as would not reasonably be expected to have a Material Adverse Effect, any other material properties or assets of such Seller. No consent, approval, Permit, Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to such Seller in connection with the execution and delivery of this Agreement by such Shareholder, nor and the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, will except for: (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, filings as may be required under the Antitrust Laws and (ii) (x) violate any Law such consents, approvals, Permits, Orders, declarations or Judgment applicable notices, the failure to such Shareholder make or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on not materially affect the ability of such Shareholder Seller to perform its obligations under enter into this Agreement or to and the other Transaction Documents and consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementthereby.

No Conflicts; Consents. Neither the The execution and delivery by the Seller Entities and the Purchased Entities, as applicable, of this Agreement by such Shareholderand the other Transaction Documents to which they are, nor or at the Closing will be, a party, does not, and the consummation by such Shareholder of the 40 Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder them with any of the terms hereof and thereof will not conflict with, or provisions hereofresult in any violation of, will (i) if such Shareholder is not a natural personmodification or loss of right, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, require any Approval under, or give rise to a right of termination, modificationcancellation, modification or cancelation acceleration of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Assets under, any provision of (a) the certificate of incorporation, bylaws or assets equivalent governing documents of such Shareholderany Seller Entity or Purchased Entity, (b) any Judgment, Data Security Requirement or Law applicable to the Business, or to which any Seller Entity or Purchased Entity is subject, or (c) any Material Contract (excluding any Excluded Asset), Business Permit or Transferred Lease, except, in with respect to the case of clause foregoing clauses (iib) and (c), as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected to have a material adverse effect on to the ability Business. No Approval of such Shareholder any Governmental Entity is required to perform its obligations under be obtained or made by or with respect to the Seller Entities or the Purchased Entities in connection with the execution, delivery and performance of this Agreement or to consummate the other Transaction Documents or the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent hereby or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed or intended to regulate competition, trade regulation, actions or transactions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition (collectively, the “Antitrust Laws”) listed on Section 3.4 of the Seller Disclosure Schedules, (ii) in respect of any licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and (iii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, material to the Business or would not reasonably be expected to have result in a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness Material Adverse Effect.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance by Buyer of this Agreement by such Shareholderand the documents to be delivered hereunder, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, nor performance do not and will not: (a) violate or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any the certificate of incorporation, bylaws by-laws, or trust other organizational documents of Buyer; or (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (yb) violate or constitute a breach of or default (conflict with or without notice of lapse of timeany judgment, order, decree, statute, law, ordinance, rule, or both) under regulation applicable to Buyer, except where the violation or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as conflict would not, individually or in the aggregate, reasonably have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby on a timely basis. No consent, approval, waiver, or authorization is required to be expected to obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby, except such consents, approvals, waivers, or authorizations which have been obtained or would not have a material adverse effect on the Buyer’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby on a timely basis. No consent or approval ofAny consents, approvals, waivers, or filing, license, permit authorizations which may be required by Buyer or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for Affiliate of Buyer in any of the Company Organizational Documents are hereby deemed obtained by execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder Buyer. For purposes of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, “Affiliate” is defined as a person or organization being controlled by, or under common control with, the other than such Consents thatperson, if not obtainedby virtue of ownership, made contractual power, or given, would not, individually power to appoint its board of directors or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementother governing body.

No Conflicts; Consents. Neither The execution and delivery by Purchaser of this Agreement do not, the execution and delivery of this Agreement by such ShareholderPurchaser of each Ancillary Agreement to which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated hereby and thereby and compliance by this Purchaser with the terms hereof and thereof will not, subject to Section 9.3(h) of the Operating Agreement, nor performance conflict with, or compliance by such Shareholder with result in any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract to which such Shareholder Purchaser or any of its subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or (z) result in the creation Applicable Law applicable to Purchaser or any of any Lien (other than Permitted Lien) on any its subsidiaries or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of such Shareholder Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made Ancillary Agreements or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder Purchaser to perform consummate the Acquisition and the other transactions contemplated hereby (a "Purchaser Material Adverse Effect"). 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 obligations under subsidiaries in connection with the execution, delivery and performance of this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than those that may be required solely by this Agreementreason of the participation of Seller (as opposed to any other third party) in the Acquisition and other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts; Consents. Neither Except as set forth on Schedule 3.03, the execution and delivery by Seller and Seller Sub of this Agreement do not, the execution and delivery by such ShareholderSeller and Seller Sub of each Ancillary Agreement to which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Seller and Seller Sub with any of the terms hereof and thereof will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller or any of its subsidiaries, under any provision of (a) the certificate of incorporation or by-laws of Seller or any of its subsidiaries, (b) any Contract to which such Shareholder Seller or Seller Sub is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (c) any judgment, order or decree (z"JUDGMENT") result in the creation or statute, law, ordinance, rule or regulation ("APPLICABLE LAW") applicable to Seller or any of any Lien (other than Permitted Lien) on any its subsidiaries or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)b) and (c) above, as would notany such items that, individually or in the aggregate, could not reasonably be expected to have a Business Material Adverse Effect. No material adverse effect on consent, approval, license, permit, order or authorization ("CONSENT") of, or material registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required to be obtained or made by or with respect to Seller or any of its subsidiaries in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated by this Agreement. No consent hereby and thereby, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR XXX"), xx (xx) xxher filings or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and approvals that ixxxxxxxxxxx xx xx xxe aggregate could not reasonably be expected to prevent the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither The execution and delivery by each of Purchaser and Purchaser Guarantor of this Agreement do not, the execution and delivery by Purchaser of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder each of Purchaser and Purchaser Guarantor with any of the terms hereof and thereof will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or Purchaser Guarantor or any of their respective subsidiaries under, any provision of (i) the certificate of incorporation or by-laws or other organizational documents of Purchaser or Purchaser Guarantor or any of their respective subsidiaries, (ii) any Contract material to the ability of Purchaser to consummate the Acquisition or the other transactions contemplated hereby or by the Ancillary Agreements, or of Purchaser Guarantor to perform its obligations hereunder, to which such Shareholder Purchaser or Purchaser Guarantor or any of their respective subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or (z) result in the creation Applicable Law applicable to Purchaser or Purchaser Guarantor or any of any Lien (other than Permitted Lien) on any their respective subsidiaries or their respective properties or assets assets. No Consent of such Shareholderor registration, exceptdeclaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or Purchaser Guarantor or any of their respective subsidiaries in connection with the execution, in the case delivery and performance of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents that(i) those set forth on Schedule 4.03 and (ii) those that may be required by reason of the terms or nature of the Acquired Assets or the participation of the Seller Group (as opposed to those required solely by reason of the participation by Purchaser or Purchaser Guarantor as opposed to any other third party, if not obtainedincluding any other third party organized outside, made or givencontrolled by a person organized outside, would not, individually or the United States) in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the Acquisition and other transactions contemplated hereby and by this Agreementthe Ancillary Agreements.

No Conflicts; Consents. Neither the The execution and delivery by such Seller of this Agreement and all other instruments and agreements to be delivered by such ShareholderSeller as contemplated hereby does not, nor and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreementhereby and thereby, nor performance or and the compliance by such Shareholder Seller with any of the terms or provisions hereofhereof and thereof, and performance by such Seller hereunder and thereunder, will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of prepayment, termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of such Seller under, any provision of: (a) the governing documents of such Seller, in each case as amended to the date of this Agreement; (b) any Contract to which such Shareholder Seller is a party or by which any of the its properties or assets of is bound; (c) any judgment applicable to such Shareholder (including Seller or such ShareholderSeller’s Subject Shares) is bound properties or subject assets; or (zd) result in the creation of any Lien (applicable Law, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause clauses (ii)c) and (d) above, as would notany such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material an adverse effect on the such Seller’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the Acquisition and the other transactions contemplated by this Agreementhereby. No consent Except for the Relevant Antitrust Approvals, no consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) or any other Person is necessary for required to be obtained or made by or with respect to such Seller in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the Acquisition or the other transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderBuyer do not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a benefit under, or result in the creation of any Contract to which such Shareholder is a party lien, claim, encumbrance, security interest, option, charge or by which restriction of any kind upon any of the properties or assets of such Shareholder Buyer under, any provision of (including such Shareholder’s Subject Sharesi) the certificate of incorporation or by-laws of Buyer, (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer is a party or by which its proper ties or assets are bound or subject (iii) except for the exceptions to the next sentence, any statute, law, ordinance, rule, regulation, judgment, order or (z) result in the creation of any Lien (other than Permitted Lien) on any decree applicable to Buyer or its properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on materially impair the ability of such Shareholder to perform its obligations under this Agreement or Buyer to consummate the transactions contemplated by this Agreementhereby. No consent material consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by Buyer in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents that(I) compliance with and filings under the HSR Act and the Regulation, if not obtained(II) compliance with and filings under Section 13(a) of the Exchange Act, made (III) those that may be required solely by reason of Westinghouse's (as opposed to any other third party's) participation in the transactions contemplated hereby and (IV) those the failure of which to obtain or given, would notmake, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on materially impair the ability of such Shareholder to perform its obligations under this Agreement or Buyer to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each Selling Subsidiary of this each Ancillary Agreement by such Shareholderto which each of them is, nor or is specified to be, a party will not, and the consummation by such Shareholder Seller and the Selling Subsidiaries of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Seller and each Selling Subsidiary with any of the applicable terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with or violate any provision of (a) the organizational documents of Seller or any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderSelling Subsidiary, (iib) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract contract to which such Shareholder Seller or any Selling Subsidiary is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (c) any judgment, order (whether temporary, preliminary or (z) result in the creation permanent or consensual or nonconsensual), injunction, decree, writ of any Lien Governmental Entity or arbitrator (other than Permitted Lien“Judgment”) on or Law applicable to Seller or any Selling Subsidiary or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (iia), as would not(b) and (c) above, the Antitrust Orders and any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness Material Adverse Effect. No consent or approval ofconsent, or filingapproval, license, permit permit, order or authorization, declaration or registration with, any Governmental Authority authorization (“Consent”) of, or registration, declaration or filing with, any Governmental Entity is necessary for required to be obtained or made by or with respect to Seller or any Selling Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or any Ancillary Agreement or the consummation by such Shareholder of the Acquisition or the other transactions contemplated by this Agreementhereby and thereby, in each case other than such Consents that(i) compliance with and filings under the Securities Exchange Act of 1934, if not obtainedas amended, made (ii) those required to be obtained under the Antitrust Orders and (iii) those the failure of which to be obtained or given, would notmade, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness Material Adverse Effect.

No Conflicts; Consents. Neither the The execution and delivery by Parent and the Purchaser of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Parent and the Purchaser with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Purchaser or any of their respective Subsidiaries under, any provision of (a) the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent or the Purchaser, (b) any Contract to which such Shareholder Parent, the Purchaser or their respective Subsidiaries is a party or by which any of their respective properties or assets is bound, or (c) any Judgment or Law applicable to Parent, the Purchaser, or their respective Subsidiaries, or the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound Parent, the Purchaser or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, their respective Subsidiaries; in the case of clause clauses (iib) and (c), as other than any such items that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect. No material consent or approval of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to Parent, the execution Purchaser or their respective Subsidiaries in connection with the execution, delivery and delivery performance of this Agreement by such Shareholder, or the performance by such Shareholder consummation of its obligations hereunder the Transaction and the consummation by such Shareholder of the other transactions contemplated by this Agreementhereby, other than such Consents that(x) compliance with and filings under the HSR Act, if not obtained(y) compliance with and filings under any other Antitrust Laws, made or given, would not, individually or and (z) those that may be required solely by reason of the Seller’s (as opposed to any other third party’s) participation in the aggregate, reasonably be expected to have a material adverse effect on Transaction and the ability of such Shareholder to perform its obligations under this Agreement or to consummate the other transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with the terms of this Agreement do not and will not require the consent or approval of any other person pursuant to, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance in or upon any of the terms properties or provisions hereofassets of such Stockholder under, will or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws bylaws, or trust (or similar other organizational documents) document of such ShareholderStockholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (ziii) result subject to the governmental filings and other matters referred to in the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Judgment, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither The execution and delivery by the Purchaser Parties of this Agreement, and the execution and delivery by the Purchaser Parties of this Agreement by such Shareholdereach other Transaction Document to which they are or will be a party does not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, hereby will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation under or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such Shareholderthe Purchaser Parties or any of Parent’s other Subsidiaries under any provision of (a) the Organizational Documents of the Purchaser Parties, (b) any Judgment or Law applicable to the Purchaser Parties or any of Parent’s other Subsidiaries, or the properties or assets of the Purchaser Parties or any of Parent’s other Subsidiaries or (c) any material Contract applicable to the Purchaser Parties or any of Parent’s other Subsidiaries, except, in the case of clause (iib) or (c), as for any such items that would not, individually or in the aggregate, not reasonably be expected to have be material to the Purchaser Parties and their Affiliates, taken as a material adverse effect on whole, or materially impair or materially delay the ability of such Shareholder the Purchaser Parties to perform its their obligations under the Transaction Documents or consummate the Transaction and the other transactions contemplated hereby. No Approval of any Governmental Entity is required to be obtained or made by the Purchaser Parties or any of Parent’s other Subsidiaries in connection with the execution, delivery and performance of this Agreement or to consummate the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents (i) in respect of Antitrust Laws and (ii) those that, if not obtained, made or given, would not, individually or in the aggregate, not reasonably be expected to have be material to the Purchaser Parties and their Affiliates, taken as a material adverse effect on whole, or materially impair or materially delay the ability of such Shareholder the Purchaser Parties to perform its their obligations under this Agreement the Transaction Documents or to consummate the Transaction and the other transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither The execution, delivery and performance by the execution Company of the Transaction Documents, the issuance and delivery sale of this Agreement the Notes by such Shareholderthe Company, nor the compliance by the Company with all of the provisions of the Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementthe Transaction Documents (including, nor performance or compliance by such Shareholder with any without limitation, the use of proceeds from the sale of the terms Notes as described in the General Disclosure Package or provisions hereofthe Prospectus under the caption “Use of Proceeds”), do not and will not (i) if such Shareholder is not a natural person, violate or conflict with or violate any provision of any the certificate of incorporationincorporation or bylaws of the Company, bylaws each as amended through the date hereof, or trust (or similar the organizational documents) documents of such Shareholder, any significant subsidiary and (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), except as would not, individually or in the aggregate, not reasonably be expected to have result in a material adverse effect on Material Adverse Effect and will not materially and adversely affect the Company’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent , will not (x) result in the creation of any lien, charge, security interest or approval encumbrance upon any assets of the Company or any significant subsidiary pursuant to the terms or provisions of, and will not conflict with, result in the breach or violation of, or filingconstitute, either by itself or upon notice or the passage of time or both, a default under, or give rise to the accelerated due date of any payment due under, any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any subsidiary is a party or by which the Company or any significant subsidiary or their respective properties may be bound or affected or (y) violate any statute or any authorization, declaration judgment, decree, order, rule or registration withregulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Governmental Authority (“Consent”) is necessary significant subsidiary or any of their respective properties. All consents, approvals, licenses, qualifications, authorizations or other orders of any court, regulatory body, administrative agency or other governmental agency or body that are required for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and Transaction Documents or the consummation by such Shareholder of the transactions contemplated by this Agreementthe Transaction Documents, other than such Consents thatincluding the issuance, if not sale, authentication and delivery of the Notes, have been obtained, made except such consents, approvals authorizations, registrations or given, would not, individually qualifications as may be required under state securities or Blue Sky laws in connection with the aggregate, reasonably be expected to have a material adverse effect on purchase and distribution of the ability of such Shareholder to perform its obligations under this Agreement or to consummate Notes by the transactions contemplated by this AgreementUnderwriters.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such ShareholderAgreement, nor the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Agreement and the compliance by such Shareholder Stockholder with any of the terms of this Agreement do not and will not require the consent or provisions hereof, will (i) if such Shareholder is not a natural personapproval of any other Person pursuant to, conflict with with, or violate result in any provision of any certificate of incorporationviolation or breach of, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of of, or result in termination, modificationamendment, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Encumbrance (except as set forth in this Agreement) in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any Contract to or by which such Shareholder Stockholder is a party or bound or to or by which any of the properties or assets of such Shareholder Stockholder (including such ShareholderStockholder’s Subject Shares) is bound or subject or (zii) result subject to the governmental filings and other matters referred to in clauses (1) and (2) of the creation of following sentence, any Lien (other than Permitted Lien) on any Law or Order, in each case, applicable to such Stockholder or to such Stockholder’s properties or assets of (including Active 35044374.9 3261538.1 such Shareholder, except, in the case of clause (iiStockholder’s Subject Shares), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent consent, approval, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) (“Consent”) is necessary for required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such ShareholderStockholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the terms of this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in except for (1) filings with the aggregate, reasonably be expected to have a material adverse effect on the ability SEC of such Shareholder to perform its obligations reports under the Exchange Act as may be required in connection with this Agreement or to consummate and the transactions contemplated by this Agreementhereby and (2) those Consents which have already been obtained.

No Conflicts; Consents. Neither The execution, delivery and performance by Transferor of the execution Transaction Agreements, and delivery of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, nor performance do not and will not: (a) violate or compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate the articles of incorporation, bylaws by-laws or trust other organizational documents of Transferor or its affiliates; (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (yb) violate or constitute a breach conflict with any judgment, order, decree or law applicable to Transferor, any of or default (with or without notice of lapse of timeits affiliates, or boththe Contributed Assets; (c) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Contributed Assets or Transferor’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent the Transaction Agreements on a timely basis, conflict with, or approval result in (with or without notice or lapse of time or both) any violation of, or filingdefault under, licenseor give rise to a right of termination, permit acceleration or authorizationmodification of any obligation or loss of any benefit under any contract or other instrument to which Transferor or its affiliates is a party or otherwise bound or to which any of the Contributed Assets are subject; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Contributed Assets. No consent, declaration approval, waiver or registration withauthorization is required to be obtained by Transferor or its affiliates from any person in connection with the execution, any Governmental Authority (“Consent”) is necessary for the execution delivery and delivery of this Agreement by such Shareholder, the performance by such Shareholder Transferor of its obligations hereunder and the Transaction Agreements or the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than except such Consents thatconsents, if not obtainedapprovals, made waivers or given, authorizations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Contributed Assets or Transferor’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementthereby on a timely basis.

No Conflicts; Consents. Neither the execution and delivery by Seller of this Agreement by such Shareholder, or any Ancillary Agreement to which Seller is (or will be) a party nor the consummation by such Shareholder of the transactions contemplated by this AgreementContemplated Transactions, nor performance or compliance by such Shareholder Seller with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of lapse of timeunder, or both) under or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets owned or used by Seller under (a) any provision of Seller’s articles of association or other Organizational Documents, if applicable, (b) any judgment or any Legal Requirement applicable to Seller or the Capital Stock owned by Seller, or (c) any material Contract to which such Shareholder Seller is a party or by which any of the its assets or properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (are bound, other than Permitted Lien) on any properties such conflicts, violations, defaults or assets of such Shareholder, except, in the case of clause (ii), as rights or losses that would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and prevent the consummation by such Shareholder of the transactions Contemplated Transactions. Except as set forth on Section 3.04 of the Disclosure Schedule or as otherwise contemplated by this Agreement, no action by, material Permit of or registration, declaration or filing with, any Governmental Entity or other than such Consents thatPerson is required (x) for, if not obtained, made or given, would not, individually or in connection with, the aggregatevalid and lawful authorization, reasonably be expected to have a material adverse effect on the ability execution, delivery and performance by Seller of such Shareholder to perform its obligations under this Agreement and each Ancillary Agreement to which it is (or will be a party) or (y) to consummate be obtained or made for the transactions contemplated consummation by this AgreementSeller of the Contemplated Transactions or any related agreement to which Seller is a party.

No Conflicts; Consents. Neither The execution and delivery by Principal Seller of this Agreement do not, the execution and delivery by Principal Seller of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Principal Seller with any of the terms or provisions hereof, hereof and thereof will not conflict with (i) if such Shareholder is not a natural person, conflict with or violate any provision of any the certificate of incorporation, bylaws incorporation or trust (or similar organizational documents) by-laws of such ShareholderPrincipal Seller, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder Principal Seller is a party or by which any of the its properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or decree (z"Judgment") result in the creation of any Lien or statute, law (other than Permitted Lienincluding common law), ordinance, rule or regulation ("Law") on any applicable to Principal Seller or its properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and are not reasonably be expected likely to have result in a material adverse effect on the ability of such Shareholder Principal Seller to perform its obligations under consummate the Acquisition (a "Seller Material Adverse Effect"). No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, any Federal, state, municipal, local or foreign government, or any political subdivision thereof, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required to be obtained or made by or with respect to any Seller in connection with the execution, delivery and performance of this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents that(A) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if not obtainedas amended (xxx "XXX Xxx"), made the German Act against Restraints of Competition of 1958, as amended (the "GARC") and other applicable competition Laws, (B) compliance with and filings under Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and (C) those the failure of which to be obtained or given, would notmade, individually or in the aggregate, have not had and are not reasonably be expected likely to have result in either a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement Seller Material Adverse Effect or to consummate the transactions contemplated by this Agreementan Acquired Business Material Adverse Effect (as defined in Section 9.04(b)).

No Conflicts; Consents. Neither The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser and each Purchaser Designee of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser and each Purchaser Designee with the terms hereof and thereof will not conflict with any provision of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with the organizational documents of Purchaser or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderPurchaser Designee, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder Purchaser or any Purchaser Designee is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or (z) result in the creation Law applicable to Purchaser, any Purchaser Designee or any of any Lien (other than Permitted Lien) on any their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, have not had and are not reasonably be expected likely to have result in a material adverse effect on the ability of such Shareholder Purchaser to perform its obligations under consummate the Acquisition (a "Purchaser Material Adverse Effect"). 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 Purchaser Designee in connection with the execution, delivery and performance of this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents that(A) compliance with and filings under the HSR Act, if not obtained, made the GARC and other applicable competition Laws and (B) those the failure of which to be obtained or given, would notmade, individually or in the aggregate, have not had and are not reasonably be expected likely to have result in a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Material Adverse Effect.

No Conflicts; Consents. Neither The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation of the Transactions, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation, by-laws or similar governing documents of Buyer; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, except in the cases of clauses (b) or (c), where the violation, breach, conflict, default or failure to give notice would not have a material effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing or registration with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by such Shareholder, nor and the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by except for such Shareholder with any filings as may be required under the HSR Act and as set forth in Section 5.03 of the terms Buyer Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents thatnotices which, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Buyer’s ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission payable by Seller or its Affiliates in connection with the transactions contemplated by this AgreementAgreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.

No Conflicts; Consents. Neither the The execution and delivery by Seller of this Agreement by such Shareholderdoes not, nor and the consummation by such Shareholder the Seller Entities of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder Seller with any of the terms or provisions hereof, hereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, require the Approval of any Person (other than any Governmental Entity) under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the a loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any properties of the Purchased Assets or assets of such Shareholderany Purchased Company or any Subsidiary of a Purchased Company under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of any Seller Entity or Purchased Company, (b) any Judgment or Law applicable to the Business, the Purchased Assets, any Purchased Company or any Subsidiary of a Purchased Company or (c) any Specified Business Contract to which any Seller Entity, Purchased Company or any Subsidiary of a Purchased Company is a party or by which any Seller Entity’s, Purchased Company’s or any Subsidiary of a Purchased Company’s property or assets are bound, except, in the case of clause (ii)each case, as for any such items that would notnot reasonably be expected to be, individually or in the aggregate, reasonably material to the Business. No Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have the Seller Entities, the Purchased Companies or any Subsidiary of a material adverse effect on Purchased Company in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) in respect of any licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and (iii) those that, if not obtained, made or given, would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBusiness.

No Conflicts; Consents. Neither the execution The execution, delivery and delivery performance by such Seller of this Agreement by such Shareholderand the Ancillary Documents to which it is a party and each instrument required hereby or thereby, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by such Shareholder with any of the terms or provisions hereof, do not and will not: (ia) if such Shareholder Seller is not a natural personLenco, conflict with or violate result in violation or breach of, or default under, an organizational documents of such Seller; (b) conflict with or result in a violation or breach of any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment Governmental Order applicable to such Shareholder Seller; (c) require the consent, notice or to such Shareholder’s properties other action by any Person under, conflict with, result in a violation or assets (including such Shareholder’s Subject Shares)breach of, (y) violate or constitute a breach of default or default (an event that, with or without notice of or lapse of time, time or both) under or give rise to , would constitute a right of termination, modification, or cancelation of any obligation or to the loss of any benefit default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which such Shareholder Seller is a party or by which such Seller is bound or to which any of its properties and assets are subject or any Permit affecting the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject Seller; or (zd) result in the creation or imposition of any Lien (Encumbrance other than Permitted Lien) Encumbrances on any properties or assets of such Shareholder, exceptSeller, in the each case of clause (ii), as would notwhich would, individually or in the aggregate, reasonably be expected to have result in a material adverse effect on the such Seller’s ability of such Shareholder to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreementhereby. No consent or approval ofconsent, or filingapproval, licensePermit, permit or authorizationGovernmental Order, declaration or registration filing with, or notice to, any Governmental Authority (“Consent”) is necessary for required by or with respect to such Seller in connection with the execution and delivery of this Agreement by such Shareholder, and the performance by such Shareholder of its obligations hereunder Ancillary Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, other than except for such Consents that, if not obtained, made or given, would not, individually or in filings as may be required under the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.HSR Act. Section 4.05

No Conflicts; Consents. Neither The execution, delivery and performance by each 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: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of such Seller or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller or the Company or any Acquired Subsidiary; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent of, notice to or other action by any Person under, conflict in any material respect 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, result in the acceleration of any material right under or create in any party the right to accelerate any material right under, terminate, modify or cancel any Material Contract or any material Permit affecting the Acquired Business or the properties or assets of the Company or an Acquired Subsidiary; (d) require the consent of, notice to or other action by any Person under any Contract to which such Seller is a party; (e) require the consent of, notice to or other action by any Person under any Contract to be assigned to Newco pursuant to the Asset Transfer Agreement the failure of which to obtain would have a Material Adverse Effect; or (f) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or an Acquired Subsidiary. No consent, approval, Permit, Governmental Order or declaration from, or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers, the Company or an Acquired Subsidiary in connection with the execution and delivery of this Agreement by such Shareholder, nor and the other Transaction Documents and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by except for such Shareholder filings as may be required under the HSR Act. Financial Statements . Sellers have made available to Buyer the following financial statements with any respect to the Acquired Business (the “Financial Statements”): (a) an unaudited statement of net asset and liabilities of the terms or provisions hereofAcquired Business as of each of December 31, will (i) if such Shareholder is not a natural person2014, conflict with or violate any provision and December 31, 2015, and the related statements of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any income of the properties or assets Acquired Business for each of such Shareholder the years then ended (including such Shareholder’s Subject Sharesthe “Annual Financial Statements”) is bound or subject or and (zb) result the unaudited statement of net asset and liabilities of the Acquired Business as of September 30, 2016, and the related statements of income of the Acquired Business for the eight-month period then ended (the “Interim Financial Statements”). The Financial Statements are derived from the audited consolidated financial statements of the Company, which have been prepared in accordance with GAAP, applied on a consistent basis throughout the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholderperiod involved, exceptsubject, in the case of clause the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and to the absence of footnotes. The Financial Statements fairly present in all material respects the financial condition of the Acquired Business as of the dates of, and for the periods covered by, such Financial Statements. The unaudited statement of net asset and liabilities of the Acquired Business as of September 30, 2016 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in all materials respects in accordance with GAAP. The Company maintains books and records reflecting the assets and liabilities of the Companies that are accurate in all material respects and the Company maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii)) transactions are recorded as necessary to prepare the consolidated financial statements of the Company and the Company Subsidiaries and to maintain accountability for the Company’s and the Company Subsidiaries’ consolidated assets; (iii) access to the Company’s and the Company Subsidiaries’ assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’s and the Company Subsidiaries’ assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company has not documented its system of internal accounting controls, or performed internal audit testing, in accordance with the Sarbanes–Oxley Act of 2002, as would notamended, individually and the regulations promulgated thereunder, and, subject to such limitations, to Sellers’ Knowledge, there are no significant deficiencies or material weaknesses in the aggregateCompany’s internal accounting controls. To Sellers’ Knowledge, reasonably be expected to there is no fraud, suspected fraud or allegation of fraud affecting the Company or any of the Company Subsidiaries by management of the Company or any of the Company Subsidiaries, employees who have significant roles in the Company’s or any Company Subsidiary’s internal accounting controls or other employees of the Company or any of the Company Subsidiaries whose fraud could have a material adverse effect on the ability consolidated financial statements of such Shareholder the Company. Undisclosed Liabilities . After giving effect to perform its the Reorganization pursuant to the Asset Transfer Agreement, the Acquired Companies will have no liabilities, obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent commitments of any nature whatsoever, asserted or approval ofunasserted, known or filingunknown, licenseabsolute or contingent, permit accrued or authorizationunaccrued, declaration matured or registration with, any Governmental Authority unmatured or otherwise (“ConsentLiabilities”), except (a) is necessary for Liabilities that are adequately reflected or reserved against in the execution Balance Sheet as of the Balance Sheet Date, (b) the Current Liabilities of the Company, (c) executory Liabilities under the Acquired Contracts, (d) Liabilities of the Acquired Companies under any Transaction Document that are to be satisfied, performed or discharged after the Closing and delivery (e) other Liabilities that have arisen or been incurred in the ordinary course of this Agreement by such Shareholderbusiness of the Acquired Business, consistent with past practice, since the performance by such Shareholder Balance Sheet Date. Absence of its obligations hereunder Certain Changes, Events and Conditions . Between January 1, 2016 and the consummation by such Shareholder date of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregateordinary course of business consistent with past practice or as set forth in Section 3.08 of the Disclosure Schedules, reasonably be expected there has not been, with respect to have a material adverse effect on the ability Company or any of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.Subsidiaries, as applicable, any:

No Conflicts; Consents. Neither The execution and delivery by Purchaser hereof do not, the execution and delivery by Purchaser of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Transactions and compliance by such Shareholder Purchaser with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personcontravene, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation obligation, to a right to challenge the Transactions or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its Subsidiaries under, any provision of (i) the certificate of incorporation or by-laws (or comparable documents) of Purchaser or any of its Subsidiaries, (ii) any Contract to which such Shareholder Purchaser or any of its Subsidiaries is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or (z) result in the creation Law applicable to Purchaser or any of any Lien (other than Permitted Lien) on any its Subsidiaries or their respective properties or assets assets. No Consent of such Shareholderor Filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its Subsidiaries in connection with the execution, except, in the case of clause (ii), as would not, individually delivery and performance hereof or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this any Ancillary Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated Transactions or the ownership by this AgreementPurchaser of the Companies or the Company Subsidiaries following the Closing, other than (i) Filings and Consents under the HSR Act, (ii) such Filings and Consents thatas may be required in connection with the Taxes described in Section 8.01(b) (Transfer Taxes), if not obtained, made or given, would not, individually or and (iii) such Filings and Consents as may be required solely by reason of the Companies’ (as opposed to any other third party’s) participation in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

No Conflicts; Consents. Neither the The execution and delivery of this ---------------------- Agreement by such Shareholderthe Buyer does not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder with any of the terms hereof by the Buyer will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Contract Lien upon any of the properties or assets of Buyer or any subsidiary of Buyer under, any provision of (i) the Certificate of Incorporation or By-laws of Buyer or the comparable governing instruments of any subsidiary of Buyer, (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which such Shareholder Buyer or any subsidiary of Buyer is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject are bound, or (ziii) result in the creation any Order applicable to Buyer or any subsidiary of any Lien (other than Permitted Lien) on any Buyer or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or Buyer to consummate the transactions contemplated by this Agreementhereby and perform all its obligations hereunder (a "Buyer Material Adverse Effect"). No consent ----------------------------- consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to Buyer or any of its subsidiaries or their respective Affiliates in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents that(i) compliance with and filings under the HSR Act, if not obtainedapplicable, made (ii) compliance with and filings under Section 13(a) of the Securities Exchange Act of 1934, if applicable, (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 (iv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or given, would notthe failure to make which, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

No Conflicts; Consents. Neither The execution and delivery by each of Seller and Seller Guarantor of this Agreement does not, the execution and delivery by each of this Seller, AGA and Seller Guarantor of each Ancillary Agreement by such Shareholderto which it is specified to be a party will not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or and compliance by such Shareholder each of Seller, AGA and Seller Guarantor with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with or violate result in any provision of any certificate of incorporationbreach, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of approval, authorization, termination, modificationacceleration or cancellation under, or cancelation result in the creation of any obligation Lien upon any of the material properties or to assets of Seller, AGA or Seller Guarantor (as the loss of any benefit case may be) under, any provision of (a) the Governing Documents of Seller, AGA or Seller Guarantor (as the case may be), (b) any Contract to which such Shareholder Seller, AGA or Seller Guarantor (as the case may be) is a party or by which any of the its properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (c) any Judgment or Applicable Law applicable to Seller, AGA or Seller Guarantor (zas the case may be) result in the creation of any Lien (other than Permitted Lien) on any or its properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)b) and (c) above, as would notany such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSeller Material Adverse Effect. No consent material consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to Seller, AGA or Seller Guarantor in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or any Ancillary Agreement to which it is specified to be a party or the consummation by such Shareholder of the Acquisition or the other transactions contemplated by this Agreementhereby and thereby, other than such Consents that(i) compliance with and filings under the HSR Act and the Applicable Competition Laws, if not obtained, made or given, would not, individually or (ii) those set forth in Section 3.3(ii) of the Company Disclosure Schedule and (iii) those that may be required solely by reason of Purchaser’s (as opposed to any other Person’s) participation in the aggregateAcquisition and the other transactions contemplated hereby. In making this representation, reasonably be expected to have a material adverse effect Seller is relying on the ability accuracy of such Shareholder to perform its obligations under the representations of (x) each of Holdco and Purchaser in Section 5.3 of this Agreement or to consummate the transactions contemplated by and (y) each of Holdco, Purchaser and Ikaria in Section 6.3 of this Agreement.

No Conflicts; Consents. Neither the execution and delivery by such Seller of this Agreement by or any of the Related Documents to which such ShareholderSeller is, or is specified to be, a party, nor the consummation by such Shareholder of the transactions contemplated by this Agreementhereby and thereby, nor performance or compliance by such Shareholder Seller with any of the terms provisions hereof and thereof, conflicts or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws violation or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of of, or result in, termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or give rise to any increased, additional, accelerated or guaranteed right or entitlements under (a) any provision of such Seller's organizational documents or certificate of incorporation or bylaws, if applicable, (b) any Judgment or Applicable Law applicable to such Seller or the Securities owned by such Seller, or (c) any Contract to which such Shareholder Seller is a party or by which any of the properties its assets or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (property are bound, other than Permitted Lienany such conflicts, violations, defaults or rights that, with respect to (b) on any properties or assets of such Shareholder, except, in the case of clause and (ii), as would not, c) individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and prevent the consummation by such Shareholder of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is, or is specified to be, a party. Except as set forth on SCHEDULE 5.2 or as otherwise contemplated by this Agreement, other than no material Permit of or registration, declaration or filing with, any Governmental Entity is required to be obtained or made for the consummation by such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability Seller of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementAgreement and the Related Documents to which such Seller is, or is specified to be, a party.

No Conflicts; Consents. Neither Except as set forth in Schedule 2.03, the execution and delivery by Seller of this Agreement do not, the execution and delivery by such ShareholderSeller of each Ancillary Agreement to which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Seller with any of the terms hereof and thereof will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Contract Lien upon any of the properties or assets of Seller under, any provision of (i) the certificate of incorporation or by-laws of Seller, (ii) any contract, lease, license, indenture or other agreement (a “Contract”) to which such Shareholder Seller is a party or by which any of the its properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or decree (z“Judgment”) result in or statute, law, ordinance, rule or regulation or other pronouncement of a Governmental Entity having the creation effect of any Lien law (other than Permitted Lien“Applicable Law”) on any applicable to Seller or its properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as any such items that have not had and would notnot be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSeller Material Adverse Effect. No consent or approval ofmaterial consent, or filingapproval, license, permit permit, order or authorization, declaration or registration with, any Governmental Authority authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”), is necessary for required to be obtained or made by or with respect to Seller in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or any Ancillary Agreement or the consummation by such Shareholder of the Acquisition or the other transactions contemplated by this Agreementhereby and thereby, other than such Consents that(A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), if not obtained(B) compliance with and filings under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), made or given(C) filings of termination statements and mortgage releases in connection with the release by the lenders under the Credit Facilities of all Liens securing the Credit Facilities upon the Shares and the assets of the Company and the Subsidiaries, would not, individually or and (D) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the aggregate, reasonably be expected to have a material adverse effect on Acquisition and the ability of such Shareholder to perform its obligations under this Agreement or to consummate the other transactions contemplated hereby and by this Agreementthe Ancillary Agreements.

No Conflicts; Consents. Neither Other than as would not be reasonably likely to have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, the execution and delivery by Buyer of this Agreement does not, and the execution and delivery by such ShareholderBuyer of each Ancillary Agreement will not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and thereby and Buyer's compliance by such Shareholder with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of Buyer under, any provision of (i) the certificate of amalgamation or articles or other organizational documents of Buyer, (ii) any Contract material to the ability of Buyer to consummate the transactions contemplated hereby or by the Ancillary Agreements, to which such Shareholder Buyer is a party or by which any of the its properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any Judgment or Applicable Law applicable to Buyer or its properties or assets. No Consent of or registration, declaration or filing with any Governmental Authority is required to be obtained or made by or with respect to Buyer in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby, other than (zi) result those set forth on Schedule 4.03, (ii) those that may be required by reason of the terms or nature of the Purchased Assets or the participation of Seller (as opposed to those required solely by reason of the participation by Buyer as opposed to any other Third Party, including any other Third Party organized outside, or controlled by a Person organized outside, the United States) in the creation of any Lien transactions contemplated hereby and by the Ancillary Agreements and (other than Permitted Lieniii) on any properties those that, if not obtained or assets of made by Buyer, such Shareholder, except, in the case of clause (ii), as failure would not, individually or in the aggregate, not be reasonably be expected likely to have a material adverse effect on the Buyer's ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural personhereof shall not, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Contract person under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the properties or assets of Buyer or any subsidiary of Buyer under, any provision of (i) the Certificate of Incorporation or By-laws of Buyer or the comparable governing instruments of any subsidiary of Buyer, (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which such Shareholder Buyer or any subsidiary of Buyer is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject are bound, or (ziii) result in the creation any judgment, order, or decree, or material statute, law, ordinance, rule or regulation applicable to Buyer or any subsidiary of any Lien (other than Permitted Lien) on any Buyer or their respective properties or assets of such Shareholderassets, exceptother than, in the case of clause clauses (ii)) and (iii) above, as would notany such items that, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the business, assets, condition (financial or otherwise), results of operations or prospects of Buyer 46 41 or on the ability of such Shareholder to perform its obligations under this Agreement or Buyer to consummate the transactions contemplated by this Agreementhereby (a "Buyer Material Adverse Effect". No consent material consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity is necessary for required to be obtained or made by or with respect to Buyer or any of its subsidiaries or their respective affiliates in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents that(A) compliance with and filings under the HSR Act, if not obtainedapplicable, made and (B) compliance with and filings under Section 13(a) or given15(d), would notas the case may be, individually or in of the aggregateSecurities Exchange Act of 1934, reasonably be expected to have a material adverse effect on as amended (the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement"Exchange Act").

No Conflicts; Consents. Neither The execution and delivery by Seller and Parent of this Agreement do not, the execution and delivery by Seller and Parent of this each Ancillary Agreement by such Shareholderto which it is, nor or is specified to be, a party will not, and the consummation by such Shareholder of the Acquisition and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Seller and Parent with any of the terms hereof and thereof will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller under, any provision of (i) the certificate of incorporation or bylaws of Seller or Parent, (ii) any Contract to which such Shareholder Seller or Parent is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or decree (z“Judgment”) result in the creation of any Lien or statute, law, ordinance, rule or regulation (“Applicable Law”) applicable to Seller or Parent or their respective properties or assets, other than Permitted Lien(A) on any properties or assets of such Shareholder, except, in the case of clause clauses (ii)) and (iii) above, as would not(1) any such items applicable to Seller (excluding purchase orders, sales orders and those Contracts listed on Schedule 3.08) that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Seller Material Adverse Effect, (2) any such Shareholder items applicable to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, Parent that individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect Parent Material Adverse Effect, and (B) those Contracts listed on Schedule 3.08 as noted therein as requiring consent. No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”), is required to be obtained or made by or with respect to Seller or Parent in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (I) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (II) compliance with and filings under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), (III) compliance with and filings and notifications under applicable environmental laws, and (IV) those that may be required solely by this Agreementreason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements. SECTION 3.04.

No Conflicts; Consents. Neither The execution, delivery and performance by Sellers and the execution applicable LiveArea Companies of the Transaction Documents, and delivery of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, nor performance do not and will not: (a) result in a violation or compliance by such Shareholder with breach of any provision of the terms certificate of incorporation, by-laws or provisions hereofother organization documents, will as applicable, of Sellers or the LiveArea Companies; (ib) if such Shareholder is not result in a natural person, conflict with violation or violate breach of any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment Governmental Order applicable to such Shareholder the LiveArea Pre-Reorg Parties with respect to the LiveArea Business or to such Shareholder’s properties the LiveArea Companies; (c) require the consent, notice or assets (including such Shareholder’s Subject Shares)other action by any Person under, (y) violate conflict with, result in a violation or breach in any material respect of, constitute a breach of or default (with or without notice of lapse of timein any material respect under, or both) under or give rise to a any right of termination, modificationtermination or cancellation under, or cancelation result in the acceleration of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject Material Contract; or (zd) except as contemplated by this Agreement or with respect to Permitted Encumbrances, result in the creation of any Lien (other than Permitted Lien) on Encumbrance upon any properties or of the assets of the LiveArea Companies that would reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, or Governmental Order of, or declaration or filing with, or notice to, any Governmental Authority or third party is required by or with respect to the LiveArea Pre-Reorg Parties or the LiveArea Companies in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, except for such Shareholderfilings as may be required under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules and such consents, exceptapprovals, in the case of clause (ii)Permits, as Governmental Orders, declarations, filings or notices which would notnot reasonably be expected to be, individually or in the aggregate, material to the LiveArea Companies or the LiveArea Business taken as a whole and would not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would notexpected, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent the ability consummation of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither The execution and delivery by the Seller does not, the execution and delivery by the Seller of this each Ancillary Agreement by such Shareholderto which it is specified to be a party will not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or Transactions and compliance by such Shareholder the Seller with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personcontravene, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any benefit underpursuant to, any Contract provision of (a) the articles of organization or operating agreement (or comparable organizational and governance documents) of the Seller, (b) any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement (a “Contract”) to which such Shareholder the Seller is a party or by which any of the its properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (assuming, with respect to the LLC Agreement, the Waiver has been duly executed and delivered by the parties thereto and is in full force and effect) or (zc) result in any Judgment or Law applicable to the creation of any Lien (other than Permitted Lien) on any Seller or its properties or assets of such Shareholderassets, except, in the case of clause clauses (iib) and (c), for any such contraventions, conflicts, violations, defaults and rights as would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementSeller Material Adverse Effect. No consent or approval ofmaterial consent, or filingapproval, waiver, license, permit or permit, franchise, authorization, declaration Judgment or registration with, any Governmental Authority similar approval (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any government or any arbitrator, tribunal or court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality (in each case whether Federal, state, local, foreign, international or multinational) (a “Governmental Entity”) is necessary for required to be obtained or made by or with respect to the execution Seller in connection with the execution, delivery and delivery of this performance hereof or any Ancillary Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this AgreementTransactions, other than such Filings and Consents thatas may be required to be filed or secured, if not obtainedas applicable, made or given, would not, individually or solely by reason of any Purchaser’s (as opposed to Seller's) participation in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions.

No Conflicts; Consents. Neither the The execution and delivery by each Seller Entity of this Agreement by such Shareholderand the other Transaction Documents to which it is a party does not and will not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and thereby (including the Pre-Closing Reorganization) and compliance by such Shareholder Seller Entity with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any right or obligation or to the any loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens except with respect to the Purchased Entity Shares and Purchased Venture Interests) on upon any properties of the Purchased Assets under, any provision of (a) the certificate of incorporation, bylaws or assets equivalent governing documents of such Shareholderany Seller Entity or Purchased Entity, (b) any of the Purchased Venture Governing Documents of a Purchased Venture, (c) any Judgment or Law applicable to the Business, or to which any Seller Entity, Purchased Asset, Purchased Entity or Purchased Venture is subject, or (d) any Specified Business Contract, except, in with respect to the case of clause foregoing clauses (iic) through (d), as for any such items that would notnot reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect and would not reasonably be expected to have a material adverse effect on materially impair or materially delay the ability of such Shareholder Seller to (x) perform its obligations under this Agreement or to (y) consummate the Transaction and the other transactions contemplated by this Agreementhereby. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, Approval of any Governmental Authority Entity or under any Permit is required to be obtained or made by or with respect to the Seller Entities or the Purchased Entities (“Consent”or the Purchased Consolidated Ventures) is necessary for in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, or the performance by such Shareholder other Transaction Documents or the consummation of its obligations hereunder the Transaction and the consummation by such Shareholder of the other transactions contemplated by this Agreementhereby and thereby (including the Pre-Closing Reorganization), other than such Consents (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) set forth on Section 3.4(i) of the Seller Disclosure Schedules, (ii) in respect of any licenses or permits relating to the Business listed on Section 3.4(ii) of the Seller Disclosure Schedules and (iii) those that, if not obtained, made or given, would notnot reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect and would not reasonably be expected to have a material adverse effect on materially impair or materially delay the ability of such Shareholder Seller to (x) perform its obligations under this Agreement or to (y) consummate the Transaction and the other transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither the The execution and delivery by Purchaser of this Agreement by such Shareholderand the Purchaser Agreements, nor the consummation by such Shareholder Purchaser of the transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser with any of the terms hereof and thereof do not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of a material benefit under or result in the creation of any benefit Lien upon any of the properties or assets of Purchaser under, any Contract provision of (i) the organizational documents of Purchaser, (ii) any contract, agreement or instrument to which such Shareholder Purchaser or any of its Affiliates is a party or by which any of the their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or (z) result in the creation decree applicable to Purchaser or any of its Affiliates or any Lien (Applicable Law, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause clauses (ii)) and (iii) above, as would not(x) any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the materially impair Purchaser’s ability of such Shareholder to perform its obligations under this Agreement hereunder or to consummate the transactions contemplated by this Agreement, and (y) the Required Statutory Approvals. No consent Except for the Required Statutory Approvals, no consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity or any other Person is necessary for the execution required to be obtained or made by or with respect to Purchaser or any of its Affiliates in connection with Purchaser’s execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or any Purchaser Agreement or the consummation by such Shareholder Purchaser of the transactions contemplated hereby and thereby or the conduct by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in Purchaser of the aggregate, reasonably be expected to have a material adverse effect Business following the Closing as conducted on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementdate hereof.

No Conflicts; Consents. Neither the The execution and delivery by Purchaser of this Agreement by such Shareholderand the other Transaction Documents to which it is a party does not and will not, nor and the consummation by such Shareholder of the Transaction and the other transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Purchaser with any of the terms or provisions hereof, hereof and thereof will (i) if such Shareholder is not a natural personnot, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the any loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted LienLiens) on upon any of the properties or assets of such ShareholderPurchaser or any of its Subsidiaries under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of Purchaser, (b) any Judgment or Law applicable to Purchaser or its Subsidiaries, or the properties or assets of Purchaser or its Subsidiaries or (c) any Contract to which Purchaser or its Subsidiaries is party or the properties or assets of Purchaser or its Subsidiaries are bound, except, in the case of clause (ii)each case, as for any such items that would notnot reasonably be expected to have, individually or in the aggregate, reasonably a Purchaser Material Adverse Effect. No Approval of any Governmental Entity is required to be expected obtained or made by or with respect to have a material adverse effect on Purchaser or its Subsidiaries in connection with the ability execution, delivery and performance of such Shareholder to perform its obligations under this Agreement or to consummate the other Transaction Documents or the consummation of the Transaction and the other transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution hereby and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreementthereby, other than such Consents that, if not obtained, made or given, would not, individually or in respect of Antitrust Laws set forth on Section 4.3 of the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementPurchaser Disclosure Schedules.

No Conflicts; Consents. Neither the The execution and delivery of this Agreement by such Shareholderdo not, nor and the consummation by such Shareholder of the transactions contemplated by this Agreement, nor performance or hereby and compliance by such Shareholder with any of the terms or provisions hereof, will (i) if such Shareholder is not a natural personhereof shall not, conflict with with, or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancelation or cancelation acceleration of any obligation or to the loss of any a benefit under, or result in the creation of any Contract Lien upon any of the properties or assets of Buyer or the Subsidiary of Buyer under, any provision of (a) the Certificate of Incorporation or By-laws of Buyer or the comparable governing instruments of the Subsidiary of Buyer, (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agree ment or arrangement to which such Shareholder Buyer or the Subsidiary of Buyer is a party or by which any of their respective proper ties or assets are bound, or (c) any judgment, order, or decree, or material statute, law, ordinance, rule or regulation applicable to Buyer or the Subsidiary of Buyer or their respective properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (assets, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause clauses (ii)b) and (c) above, as would notany such items that, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or Buyer to consummate the transactions contemplated by this Agreementhereby. No consent material consent, approval, license, permit, order or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity or any nongovernmental third party is necessary for required to be obtained or made by or with respect to Buyer or any of its subsidiaries or their respective Affiliates in connection with the execution execution, delivery and delivery performance of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and or the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, other than such Consents that(i) a consent under Buyer's principal existing bank facility, under which Buyer on the date hereof does not have any outstanding indebtedness, (ii) compliance with and filings under the HSR Act, if not obtainedapplicable, made or given, would not, individually or and (iii) those that may be required solely by reason of Seller's and its Affiliates (as opposed to any other third party's) participation in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither (a) Seller represents and warrants that: The execution, delivery and performance of this Agreement by Seller, and the performance of the transactions contemplated hereby, will not (a) violate, accelerate, terminate or conflict with the provisions of, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, the charter documents or by-laws of Seller or any of its Subsidiaries, or any Contract of Seller, or any of its Subsidiaries, relating to its investment in the Company or to which the Purchased Stock is bound, (b) result in the imposition of any Encumbrance against the Purchased Stock, any asset or property of Seller, or any of its Subsidiaries, or (c) violate or conflict with any Law, order, judgment, injunction or decree applicable to Seller, or any of its Subsidiaries, where such violation would have a material adverse effect on the business condition and results of operations of Seller, or any of its Subsidiaries, or the ability of Seller, or any of its Subsidiaries, to perform its obligations hereunder. No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Seller or any of its Subsidiaries (or, by reason of facts pertaining to Seller, any of its Subsidiaries or the Company, on the part of Buyer) with, to or from any Persons (including Governmental Entities) in connection with the execution and delivery of this Agreement by such Shareholder, nor or the consummation by such Shareholder of the transactions contemplated by this Agreementhereby, nor performance or compliance by such Shareholder with any of except for filings under the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementXxxx-Xxxxx-Xxxxxx Act.

No Conflicts; Consents. Neither the The execution and delivery by Seller of this Agreement by such Shareholderand the Seller Agreements, nor the consummation by such Shareholder Seller of the transactions contemplated by this Agreement, nor performance or hereby and thereby and compliance by such Shareholder Seller with any of the terms hereof and thereof do not and will not conflict with, or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate result in any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach violation of or default (with or without notice of or lapse of time, or both) under under, or give rise to a right of termination, modification, cancellation or cancelation acceleration of any obligation or to the loss of any a material benefit under, or result in the creation of any Contract Lien upon any of the properties or assets of Seller under, any provision of (i) the organizational documents of Seller or the Companies, (ii) any contract, agreement or instrument to which such Shareholder Seller or any of the Companies is a party or by which any of the their properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject (iii) any judgment, order or (z) result in decree applicable to Seller or the creation of Companies or any Lien (Applicable Law, other than Permitted Lien) on any properties or assets of such Shareholder, exceptthan, in the case of clause clauses (ii)) and (iii) above, as would not(x) any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect, (y) the Required Statutory Approvals and (z) the Seller Required Consents. Except as disclosed on Schedule 3.3-A hereto with respect to Governmental Entities (collectively, the ability of such Shareholder “Required Statutory Approvals”) and on Schedule 3.3-B hereto with respect to perform its obligations under this Agreement any other Person (collectively, the “Seller Required Consents”), no consent, approval, license, permit, order or to consummate the transactions contemplated by this Agreement. No consent or approval authorization of, or filing, license, permit or authorizationregistration, declaration or registration filing with, any Governmental Authority (“Consent”) Entity or any other Person, respectively, is necessary for required to be obtained or made by or with respect to Seller or the Companies in connection with Seller’s execution and delivery of this Agreement by such Shareholder, or the performance by such Shareholder of its obligations hereunder and Seller Agreements or the consummation by such Shareholder Seller of the transactions contemplated by this Agreementhereby and thereby, other than any such Consents that, items which if not obtained, made obtained or given, would notmade, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

No Conflicts; Consents. Neither The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; (b) except as set forth in Section 3.03 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default 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 such Seller is a party or by which such Seller is bound or to which any of such Seller’s properties and assets are subject, in each case other than any such matters that would not (i) affect such Seller’s ability to consummate the transactions contemplated by this Agreement or (ii) result in the creation or imposition of any Liability for Buyer or any Acquired Company; or (c) result in the creation or imposition of any Encumbrance on such Seller’s Equity Interests. Except as set forth in Section 3.03 of the Disclosure Schedule, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to such Seller in connection with the execution and delivery of this Agreement by or any of the Ancillary Agreements to which such Shareholder, nor Seller is a party or the consummation by such Shareholder of the transactions contemplated hereby and thereby. Other than payments made in connection with Terminated Benefits Plans (which payments will be made by this AgreementBuyer within 15 days following Closing), nor performance no Person other than such Seller is or compliance will be entitled to receive any payment from Buyer or any of its Affiliates with respect to the sale and transfer of the Equity Interests held by such Shareholder with Seller to Buyer or any of the terms or provisions hereof, will (i) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such Shareholder, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under, any Contract to which such Shareholder is a party or by which any of the properties or assets of such Shareholder (including such Shareholder’s Subject Shares) is bound or subject or (z) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of such Shareholder, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby.

No Conflicts; Consents. Neither Except as set forth in Section 3.03 of the execution Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement Agreement, any of the Ancillary Agreements or any of the Restructuring Documents by such ShareholderSeller, nor the consummation by such Shareholder Seller of the transactions contemplated by this Agreement, nor performance hereby or compliance by such Shareholder with any of the terms or provisions hereofthereby, will (ia) if such Shareholder is not a natural person, conflict with or violate any provision of any certificate of incorporation, bylaws or trust (or similar organizational documents) of such ShareholderSeller’s Governing Documents; (b) result in a breach, (ii) (x) violate any Law or Judgment applicable to such Shareholder or to such Shareholder’s properties or assets (including such Shareholder’s Subject Shares), (y) violate or constitute a breach of or default (with or without notice of lapse of timeunder, or both) under event that would create in any Person the right to terminate, cancel, accelerate or give rise to a right of termination, modificationmodify, or cancelation of require any obligation notice, consent or to the loss of waiver by any benefit Person under, any Contract to which such Shareholder Seller is a party or by which such Seller is bound, in any case with or without due notice or lapse of the properties time or assets of such Shareholder both; (including such Shareholder’s Subject Shares) is bound or subject or (zc) result in the creation or imposition of any Lien Encumbrance (other than a Permitted LienEncumbrance) on any properties asset of any Target Company; (d) violate any Applicable Law or assets Judgment applicable to such Seller; or (e) require such Seller to obtain any Permit or make any filing with any Governmental Authority or, with respect to a Government Contract, obtain consent from a Government Authority, contractor or higher-tier subcontractor, including with respect to the ability of such Shareholderthe Parties to enter into the Subcontract Pending Novation Agreement referenced on Annex 6.09(c), except, in the case of clause the foregoing clauses (iib), (d) and (e) as would not, individually or in the aggregate, (i) have or reasonably be expected to have a material adverse effect on Material Adverse Effect, (ii) prevent, delay or otherwise materially and adversely affect the ability of such Shareholder the Sellers to perform its their obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated by this Agreement. No consent hereby or approval ofthereby or (iii) prevent, delay or filing, license, permit or authorization, declaration or registration with, any Governmental Authority (“Consent”) is necessary for otherwise adversely affect the execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder Purchasers’ acquisition of the transactions contemplated by this Agreement, other than such Consents that, if not obtained, made Business or given, would not, individually adversely affect a Target Company’s or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Shareholder to perform its Purchasers’ rights or obligations under this Agreement or the Contracts to consummate be assigned to and assumed by a Target Company in connection with the transactions contemplated by this AgreementSellers’ Restructuring Transactions.