Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by to which Seller and the Selling Affiliates specified to be parties thereto will notis a party, and the consummation of the transactions contemplated hereby and thereby and compliance with (b) the terms execution, delivery and conditions hereof performance by each applicable Subsidiary of Seller of the Transaction Documents to which such Subsidiary is a party, and thereof the consummation of the transactions contemplated thereby do not and will not, conflict with, or _ : (i) result in any a violation or breach of or default (conflict with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instrumentsequivalent organizational documents) of Seller or any Selling Affiliatesuch Subsidiaries, as applicable, in each case, amended to the date of this Agreement; (ii) create any Contract, or Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset; (iii) result in a violation or breach of or conflict with any judgment, order provision of any Law or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law Governmental Order applicable to Seller or Seller, any Selling Affiliate of such Subsidiaries, the Joe’s Business or the Acquired Purchased Assets; or (iv) except as set forth in Section 4.03 of the Seller Disclosure Letter, require the consent, notice or other thanaction by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or result in the case acceleration of clauses (ii) and (iii) aboveany Assigned Contract. Except as set forth on Section 4.03 of the Seller Disclosure Letter, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) No no material consent, approval, licensePermit, permit, order or authorization Governmental Order of, or registration, material declaration or filing with, or material notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Seller or any Selling Affiliate of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement, Agreement or any of the Other other Transaction Documents or and the consummation of the transactions contemplated hereby and thereby. Except as set forth in Section 4.03 of the Seller Disclosure Letter, no consents or thereby approvals of any non-governmental Person are necessary for the execution and delivery of this Agreement and the other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consentsthe consummation of the transactions contemplated hereby and thereby, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings including the absence transfer of which, or all the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectPurchased Assets.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Seller Agreement, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its Subsidiaries under, any provision of (i) the certificate of incorporation or charter, by-laws (or the comparable governing instruments) other organizational documents of Seller Parent or any Selling Affiliateof its Subsidiaries, (ii) any Contract, Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate of its Subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its Subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby hereby, other than (i) those that if required, compliance with and filing of a pre-merger notification report under the HSR Act, (ii) the filing with the SEC of such reports under Section 13 of the Exchange Act as may be required solely by reason in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of Purchaser’s or the Articles of Merger with the Secretary of State of The Commonwealth of Massachusetts and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and Sub are qualified to do business, (iv) compliance with and filings under the Laws of any Affiliate of Purchaser’s (as opposed foreign jurisdictions, if and to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents extent required, and (iiv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichother items that, individually or and in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do Purchaser does not, and the execution and delivery by Purchaser of the Other Transaction Documents by Seller and the Selling Affiliates each other Ancillary Agreement to which it is, or is specified to be parties thereto be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit underobligation, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Purchaser under, any provision of (i) the its certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate), (ii) any ContractContract to which Purchaser is a party or by which any of its properties or assets are bound, or (iii) any judgment, order order, or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (bSection 7.02(b) below, Applicable any Law applicable to Seller Purchaser or any Selling Affiliate its properties or the Acquired Assetsassets, other than, in the case of clauses clause (iii) and (iiiii) above, any such items thatthat would not be reasonably likely, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the Acquisition. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Regulatory Authority is required to be obtained or made by or with respect to Seller or any Selling Affiliate Purchaser in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby thereby, other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, (i) would not be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the Acquisition or perform its obligations under this Agreement or the Ancillary Agreements, and (ii) would not give rise to any liability of Seller or any of its Affiliates as a result of the consummation of the Acquisition.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do Xxxxxx does not, and the execution and delivery subject to receipt of the Other Transaction Documents filing and recordation of appropriate merger documents as required by Seller the DGCL and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions consents, approvals, authorizations or permits, filings and notifications contemplated hereby by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and thereby other actions described in Section 4.06(b) have been obtained and compliance with the terms all filings and conditions hereof and thereof will notobligations described in Section 4.06(b) have been made, conflict withwith or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or _ (iii) result in any violation breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) , under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of a material benefit underof, or result in the creation of a Lien (other than any liens, claims, encumbrances, security interests, options, charges Permitted Lien) on any material property or restrictions asset of Parent or any kind (“Liens”) upon any of the Acquired Assets underParent Subsidiary pursuant to, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any material Contract, or (iii) any judgmentexcept, order or decree, or, subject with respect to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above), for any such items thatconflicts, individually violations, breaches, defaults or in the aggregate, other occurrences as would not be reasonably likely to have a Parent Material Adverse Effect. (b) No material The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, order franchise, authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the executionAuthority, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than except (i) those that for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required solely by reason under the rules and regulations of Purchaser’s or any Affiliate Nasdaq and filing and recordation of Purchaser’s (appropriate merger documents as opposed to any other third party’s) participation in the -transactions contemplated hereby or required by the Other Transaction Documents DGCL, and (ii) where the failure to obtain such consents, approvals, licenses, authorizations or permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make such filings or obtain which, individually or in the aggregatenotifications, would not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby and thereby Merger and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of the Company or any Company Subsidiary under, any provision of (ia) the certificate of incorporation or byCompany Charter, the Company By-laws (or the comparable governing instrumentscharter or organizational documents of any Company Subsidiary, (b) of Seller any Contract (other than the Real Property Leases) to which the Company or any Selling Affiliate, (ii) any Contract, Company Subsidiary is a party or by which they are bound or (iiic) any judgment, order or decree, or, subject to the matters filings referred to in clauses (i) and (ii) the following sentence, any provision of paragraph (b) below, Applicable Law any Order or Legal Requirement applicable to Seller the Company or any Selling Affiliate Company Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses clause (ii) and (iiib) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller the Company or any Selling Affiliate Company Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Merger, other than (i) those that compliance with and filings under the HSR Act and any required foreign competition law filings, (ii) the filing with the SEC of such reports under Sections 13 and 14 of the Exchange Act as may be required solely by reason in connection with this Agreement and the Merger, (iii) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) such filings as opposed to any other third party’s) participation may be required in connection with the -transactions contemplated hereby or by the Other Transaction Documents Taxes described in Section 7.09 and (iiv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings other items as are set forth in Section 4.05 of the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectCompany Disclosure Schedule.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller do does not, and the execution and delivery performance by it of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, its obligations hereunder and the consummation of the Merger, the Offer and the other transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof by this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporation or by-laws (Company Charter, the Company Bylaws or the comparable governing instruments) or organizational documents of Seller or any Selling Affiliate, Company Subsidiary; (ii) any Contract, Material Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound; or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 5.05(b), Applicable Law any Order or Law, in each case, applicable to Seller the Company or any Selling Affiliate Company Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. (b) No material consent, approval, license, permit, order Consent of or authorization offrom, or registration, declaration declaration, notice or filing with, made to or with any Governmental Entity is required to be obtained or made by or with respect to Seller the Company or any Selling Affiliate Company Subsidiary in connection with the execution, execution and delivery and of this Agreement or its performance of this Agreement, the Other Transaction Documents its obligations hereunder or the consummation of the Merger, the Offer and the other transactions contemplated hereby or thereby by this Agreement, other than (i) those that (A) the filing with the SEC of the Schedule 14D-9, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required solely in connection with this Agreement, the Merger, the Offer and the other transactions contemplated by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and this Agreement; (ii) (A) compliance with and filings under the HSR Act and (B) such consents, approvals, licenses, permits, orders, authorizationsother Consents, registrations, declarations declarations, notices or filings as are required to be made to or obtained from any Governmental Entity under any foreign Regulatory Laws; (iii) the filing of the Certificate of Merger with the Delaware Secretary and filings appropriate documents with the absence relevant authorities of which, or the failure other jurisdictions in which the Company and the Company Subsidiaries are qualified to make or obtain whichdo business; (iv) compliance with NASDAQ rules and regulations; and (v) such other matters that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do not, and the execution and delivery each member of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will ITT Group do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, under or result in the creation of any lienslien, claimsclaim, encumbrancesencumbrance, security interestsinterest, optionsoption, charges charge or restrictions restriction of any kind (“Liens”) upon any of the Acquired Assets properties or assets of SportsChannel New York under, any provision of (i) the certificate of incorporation charter or by-laws (or of any member of the comparable governing instruments) of Seller or any Selling AffiliateITT Group, (ii) any Contractmaterial note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which any member of the ITT Group is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order or decree, oror statute, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) belowlaw, Applicable Law ordinance, rule or regulation applicable to Seller any member of the ITT Group or any Selling Affiliate their respective properties or the Acquired Assetsassets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) material adverse effect on the ability of any member of the ITT Group to consummate the transactions contemplated hereby. No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate member of the ITT Group in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby hereby, other than (iI) compliance with and filings, under the HSR Act, if applicable, (II) compliance with and filings, if any, under the Securities Act or the Exchange Act, (III) those that may be required as a result of any facts or circumstances relating solely by reason to any member of Purchaser’s the Rainbow Group or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents their Affiliates and (iiIV) such any consents, approvals, licenses, permits, ordersorders or author izations, authorizationsthat, registrationsif not obtained or made, declarations and filings the absence of which, or the failure to make or obtain whichwould not, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the ability of any member of the ITT Group to consummate the transactions contemplated hereby.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Seller Agreement, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its Subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its Subsidiaries, (ii) any Contract, material Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any material Judgment or Law applicable to Seller Parent or any Selling Affiliate of its Subsidiaries or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually their respective properties or in the aggregate, would not be reasonably likely to have a Material Adverse Effectassets. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its Subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act, (ii) the filing with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required solely by reason in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as opposed to any other third party’smay be required under applicable environmental Laws, (v) participation such filings as may be required in connection with the -transactions contemplated hereby or by the Other Transaction Documents Taxes described in Section 6.06, and (iivi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of Consents which, if not obtained or the failure to make or obtain whichmade, individually or in the aggregate, would are not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of each of this Agreement by Seller and the Subordinated Promissory Note do not, and the execution performance of and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance by Purchaser with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Purchaser or any of its Subsidiaries under, any provision of (i) the certificate organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Purchaser or any Selling Affiliate, of its Subsidiaries or (iiii)(A) any ContractContract to which Purchaser or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound (other than with respect to any Contract that is concurrently with the Closing amended to address any such conflict, violation or default) or (iiiB) any judgment, order Judgment or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable applicable Law applicable to Seller Purchaser or any Selling Affiliate of its Subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses clause (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Purchaser Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Purchaser, Parent or any Selling Affiliate of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement, Agreement or the Other Transaction Documents Subordinated Promissory Note or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that may be required solely by reason of PurchaserSeller’s, the Company’s or any Affiliate of Purchaser’s their respective Affiliates’ (as opposed to any other third partyPerson’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents Transactions and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or those the failure of which to make obtain or obtain whichmake, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will notwhich it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and compliance with the terms and conditions hereof and thereof will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the BFI Companies, taken as a whole; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, or _ result in any a violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time, time or both) , would constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation acceleration of or create in any liensparty the right to accelerate, claimsterminate, encumbrances, security interests, options, charges modify or restrictions of cancel any kind (“Liens”) upon any of Contract material to the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller BFI Business to which Buyer is a party or any Selling AffiliatePermit required by the BFI Companies to conduct the BFI Business as currently conducted, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items thatexcept as would not, individually or in the aggregate, be material to the BFI Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any BFI Company, except, in the case of each of clauses (b), (c), and (d), for any conflicts, violations, breaches, defaults, accelerations, cancellations, termination or Encumbrances that, or where the failure to obtain any consents or notices, in each case, would not reasonably be reasonably likely expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) material effect on Buyer’s ability to consummate the transactions contemplated hereby. No material consent, approval, licensePermit, permit, order or authorization of, or registrationGovernmental Order, declaration or filing with, or notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Seller or any Selling Affiliate Buyer in connection with the execution, execution and delivery and performance of this Agreement, Agreement and the Other Transaction Documents or and the consummation of the transactions contemplated hereby or thereby other than and thereby, except for (i) those that may be any filings required solely by reason of Purchaser’s under, and compliance with other applicable requirements of, the Exchange Act, the Securities Act, state securities laws or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in “blue sky” laws and the -transactions contemplated hereby or by rules the Other Transaction Documents Nasdaq; and (ii) such consents, approvals, licensesPermits, permitsGovernmental Orders, ordersdeclarations, authorizations, registrations, declarations and filings the absence of or notices which, or the failure to make or obtain which, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Buyer Material Adverse Effect. There are no preemptive rights or similar rights of Buyer and there are no warrants, convertible securities or other derivative securities issued by Buyer which contain anti-dilution adjustments or similar provisions (other than customary corporate structural anti-dilution adjustments none of which are, or will be, triggered by the issuance of capital stock by Buyer in connection with the transactions contemplated hereby).

No Conflicts; Consents. (a) The execution and delivery by any Transferred Entity of this each Ancillary Agreement by Seller do notto which it is, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates or is specified to be parties thereto be, a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance by the Transferred Entities with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or breach of, or default (with or without notice or lapse of time, or both) , under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation to or loss of 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 liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets assets or properties of the Business or any Transferred Entity under, any provision of (ia) the certificate of incorporation or formation, by-laws (or the comparable governing instruments) other organizational documents of Seller or any Selling AffiliateTransferred Entity, (iib) except as set forth in Section 3.04 of the Seller Letter, any Contract, Contract to which any Transferred Entity is a party or by which any of the Business’s assets or properties is bound that is material to the Business or (iiic) any judgment, order or decree, or, subject to the governmental filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowthe immediately following sentence, Applicable any Judgment or Law applicable to Seller the Business or any Selling Affiliate Transferred Entity or any of their assets or properties. Except as set forth in Section 3.04 of the Acquired AssetsSeller Letter, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization no Consent of, or registration, declaration or filing with, any Governmental Entity or any other person is required to be obtained or made by or with respect to Seller the Business or any Selling Affiliate Transferred Entity in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or thereby and thereby, other than (iA) compliance with and filings under the HSR Act and compliance with and filings and approvals under Foreign Merger Control Laws, (B) those that may be required solely by reason of Purchaser’s or any Affiliate of the Purchaser’s (as opposed to any other third party’s) participation in the -transactions Acquisition and the other transactions contemplated hereby or by this Agreement and by the Other Transaction Documents Ancillary Agreements and (iiC) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence filing of which, or the failure to make or obtain which, individually or relevant instruments in the aggregate, would not be reasonably likely requisite jurisdictions in order to have create or perfect Liens granted to secure the Indebtedness and other obligations incurred as a Material Adverse Effectresult of the consummation of the Debt Financing.

No Conflicts; Consents. (a) The execution and delivery Except as set forth in Section 4.05 of this Agreement by Seller do notthe Company Disclosure Letter, and the execution and delivery by the Company of the Other each Transaction Documents by Seller and the Selling Affiliates specified Agreement to be parties thereto will which it is a party do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or loss to increased, additional, accelerated or guaranteed rights or entitlements of a material benefit any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporation or byCompany Charter, the Company By-laws (or the comparable governing instruments) charter or organizational documents of Seller or any Selling AffiliateCompany Subsidiary, (ii) any Contract, Material Contract or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) the following sentence, any provision of paragraph (b) below, any Order or Applicable Law applicable to Seller the Company or any Selling Affiliate Company Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case cases of clauses clause (ii) and or (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. (b) No material consent. Except as set forth in Section 4.05 of the Company Disclosure Letter, approval, license, permit, order or authorization no Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller the Company or any Selling Affiliate Company Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other any Transaction Documents Agreement to which it is a party or the consummation of the transactions contemplated hereby or thereby Transactions, other than (iA) those that compliance with and filings under the HSR Act, (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such approval is required by Applicable Law, and (3) such reports under Section 13 of the Exchange Act, as may be required solely by reason in connection with this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (C) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (D) such filings as opposed to any other third party’s) participation may be required in connection with the -transactions contemplated hereby or by the Other Transaction Documents Taxes described in Section 7.07, and (iiE) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings other items as are set forth in Section 4.05 of the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectCompany Disclosure Letter.

No Conflicts; Consents. (a) The execution Except as set forth on Schedule 5.3, neither the execution, delivery and delivery performance by Seller of this Agreement by Seller do notor any Ancillary Agreement, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and nor the consummation of the transactions contemplated hereby or thereby, will: (a) violate or conflict with any of Seller’s Governing Documents in any material respect; (b) assuming that all of the Buyer Required Regulatory Approvals and thereby Seller Required Regulatory Approvals have been made or obtained, and compliance with all conditions therein which are then required to be satisfied have in fact been satisfied, and any waiting periods thereunder have terminated or expired, as the terms case may be, violate any Law or Order applicable to Seller or any of the Purchased Assets, except, for any such violations that (i) would not reasonably be expected to materially and conditions hereof and thereof will notadversely affect Buyer’s operation of the Business or use of the Purchased Assets in the manner currently used or (ii) arise as a result of any facts or circumstances relating particularly to Buyer or any of its Affiliates; (c) violate, conflict with, or _ result in a breach of, require any violation of consent or default approval of, or (with or without notice or lapse of time, time or both) constitute a default under or pursuant to any Purchased Business Agreement, underexcept, for any such violations, conflicts, breaches, consents, approvals, defaults or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of other occurrences that (i) would not reasonably be expected to materially and adversely affect Buyer’s operation of the certificate Business or use of incorporation the Purchased Assets in the manner currently used or by-laws (ii) arise as a result of any facts or circumstances relating particularly to Buyer or any of its Affiliates; or (d) other than the comparable governing instruments) of Seller Required Regulatory Approvals, require any declaration, filing, or registration by Seller or any Selling Affiliate, (ii) any Contractof its GAS Affiliates with, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to notice by Seller or any Selling Affiliate of its GAS Affiliates to, or the Acquired Assetsauthorization, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or approval with respect to Seller or any Selling Affiliate in connection with the executionof its GAS Affiliates of, delivery and performance of this Agreementany Governmental Entity, the Other Transaction Documents except for any such declarations, filings, registrations, notices, authorizations, consents, or the consummation of the transactions contemplated hereby or thereby other than approvals that (i) those that may would not reasonably be required solely by reason expected to materially and adversely affect Buyer’s operation of Purchaser’s the Business or any Affiliate use of Purchaser’s (as opposed to any other third party’s) participation the Purchased Assets in the -transactions contemplated hereby manner currently used or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence arise as a result of which, any facts or the failure circumstances particular to make Buyer or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectany of its Affiliates.

No Conflicts; Consents. (a) The Assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b) and Section 5.3(b) have been obtained or made, or have expired, the execution and delivery of this Agreement by Seller do not, Parent and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, Merger Sub and the consummation by the Company of the transactions contemplated hereby do not and thereby and compliance with the terms and conditions hereof and thereof will notnot (i) violate any applicable Law to which Parent or Merger Sub is subject, (ii) conflict with, or _ result in any a violation of or default (with or without notice or lapse of timebreach of, or both) , constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation acceleration, termination or cancellation of or create in any liensparty the right to accelerate, claimsterminate or cancel or require any notice, encumbrances, security interests, options, charges consent or restrictions of any kind (“Liens”) upon any of the Acquired Assets payment under, any provision material Contract to which Parent, Merger Sub or any of their Subsidiaries is a party or by which any of their respective material properties, rights or assets is bound or (iiii) violate the certificate of incorporation or by-laws (bylaws or the comparable governing instruments) of Seller or any Selling Affiliatedocuments, (ii) any Contract, or (iii) any judgment, order or decree, or, subject each as amended to the matters referred to in clauses (i) and (ii) date of paragraph (b) belowthis Agreement, Applicable Law applicable to Seller of Parent or any Selling Affiliate or the Acquired AssetsMerger Sub, other than, in the case of clauses (iii) and (iiiii) above, any such items thatviolations, individually conflicts, breaches, defaults, accelerations, terminations, cancellations or in the aggregate, rights that would not reasonably be reasonably likely expected to have a Material Adverse Effectmaterially impair or prevent Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is Filings are required to be obtained or made by Parent or with respect to Seller or any Selling Affiliate Merger Sub in connection with the execution, execution and delivery and performance of this Agreement, Agreement and the Other other Transaction Documents Agreements by Parent or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby except (a) compliance with and filings under the HSR Act, (b) Governmental Filings set forth on Section 5.3(b) of the Company Disclosure Schedule, (c) the filing of the Certificate of Merger in connection with the Merger in accordance with the DGCL and (d) such other than (i) those that may Governmental Filings, the failure of which to be required solely by reason of Purchaserobtained or made would not reasonably be expected to materially impair or prevent Parent’s or any Affiliate of PurchaserMerger Sub’s (as opposed ability to any perform its respective obligations under this Agreement and the other third party’s) participation in Transaction Agreements or consummate the -transactions transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectthereby.

No Conflicts; Consents. (a) The execution and delivery by Republic and Merger Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby and thereby hereby, including the Merger, and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of Republic or any Republic Subsidiary under, any provision of (ia) the certificate of incorporation or byRepublic Charter, the Republic By-laws (or the comparable governing instruments) charter or organizational documents of Seller or any Selling AffiliateRepublic Subsidiary, (iib) any Contract, Material Republic Contract or (iiic) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) the following sentence, any provision of paragraph (b) below, Applicable any Order or Law applicable to Seller Republic or any Selling Affiliate Republic Subsidiary or the Acquired Assetstheir respective properties or 25 assets, other than, in the case cases of clauses (iib) and or (iiic) above, any such items that, individually or in the aggregate, have not had or would not reasonably be reasonably likely expected to have a Material Adverse Effect. (b) Effect on Republic. No material consent, approval, license, permit, order or authorization Consent of, from or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Seller Republic or any Selling Affiliate Republic Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby hereby, including the Merger, other than (i) those that 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 solely by reason in connection with this Agreement and the Merger, (iii) the filing of Purchaser’s 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 Affiliate state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 5.05 of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents Republic Disclosure Schedule and (iivii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of Consents which, if not made or the failure to make or obtain whichobtained, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect on Republic.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do Parent and Merger Sub does not, and the execution performance by Parent and delivery Merger Sub of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, their respective obligations hereunder and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, (i) conflict with, or _ result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of Merger Sub, (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation, or give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its Subsidiaries under, or require any consent or approval under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller any Contract to which Parent or any Selling Affiliate, (ii) of its Subsidiaries is a party or by which any Contract, of their respective properties or assets is bound or (iii) conflict with, or result in any judgment, order or decree, orviolation of any provision of, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.3(b), Applicable Law any Judgment or Law, in each case, applicable to Seller Parent or any Selling Affiliate of its Subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, The execution and delivery and performance of this AgreementAgreement by Parent and Merger Sub do not, the Other Transaction Documents or and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement will not, require any Consent or thereby other than (i) those that may be filing or registration with, or notification to, any Governmental Entity, except for applicable requirements of the Exchange Act, the Securities Act, “blue sky” laws, the HSR Act and any applicable foreign competition laws, filing and recordation of appropriate merger documents as required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents MGCL and (ii) the rules of the NASDAQ or other stock exchange, if applicable, and except where failure to obtain such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of whichConsents, or the failure to make such filings, registrations or obtain whichnotifications, would not have, and would not reasonably be expected to have, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms hereof by Parent and conditions hereof and thereof Merger Sub will not, result in any loss, suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their respective businesses as presently conducted, or conflict with, or _ result in any violation of of, or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration of any right, obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its Subsidiaries under, or require any consent under, any provision of (i) the certificate organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its Subsidiaries, (ii) any Contract, Authorization of Parent or any of its Subsidiaries or any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate of its Subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration declaration, notice or filing withwith or from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its Subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act and any other Antitrust Law, (ii) the filing with the SEC of such reports and filings under the Exchange Act as may be required solely by reason in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s (as opposed to any other third party’s) participation in Merger with the -transactions contemplated hereby or by Secretary of State of the Other Transaction Documents State of Delaware and (iiiv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations filings as may be required under the rules and filings the absence regulations of which, Nasdaq or the failure to make or obtain whichNew York Stock Exchange in connection with this Agreement, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectMerger and the other Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller of this Agreement by and the other Seller do notTransaction Documents, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation completion of the transactions contemplated hereby and thereby thereby, do not and compliance with the terms and conditions hereof and thereof 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, or _ result in any a material violation of or breach of, constitute a material default (or an event that, with or without notice or lapse of time, time or both) , would constitute a material default under, or give rise to a right of termination, cancellation or result in the acceleration of or create in any obligation party the right to accelerate, terminate, modify or loss 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 a their respective properties and assets are subject or any material benefit underPermit affecting the properties, assets or business of the Company or any Subsidiary; or (d) result in the creation or imposition of any liens, claims, encumbrances, security interests, options, charges material Encumbrance other than Permitted Encumbrances on any properties or restrictions of any kind (“Liens”) upon any assets of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller Company or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) Subsidiary. No material consent, approval, licensePermit, permit, order or authorization of, or registrationGovernmental Order, declaration or filing with, or notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Seller Seller, the Company or any Selling Affiliate Subsidiary in connection with the execution, execution and delivery and performance of this Agreement, Agreement and the Other other Transaction Documents to which Seller or the consummation Company is party or will be a party as contemplated by this Agreement and the completion of the transactions contemplated hereby or thereby other than (i) those that and thereby, except for such filings as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in under the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectHSR Act.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby and thereby hereby, including the Merger, and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ require any consent or approval under, or result in any breach of or any loss of any benefit under, or result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of the Company or any Company Subsidiary under, any provision of (ia) the certificate of incorporation or by-laws (Company Charter, the Company Bylaws or the comparable governing instruments) charter, bylaws or organizational documents of Seller or any Selling AffiliateCompany Subsidiary, (iib) any Contract, Material Contract or (iiic) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) the following sentence, any provision of paragraph (b) below, Applicable any Order or Law applicable to Seller the Company or any Selling Affiliate Company Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case cases of clauses (iib) and or (iiic) above, any such items thatthat would not, individually or in the aggregate, would not reasonably be reasonably likely to have result in a Company Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization Consent of, from or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Seller the Company or any Selling Affiliate Company Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby hereby, including the Merger, other than (i) those that compliance with and filings under the HSR Act and any required Foreign Competition Law filings, (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required solely by reason in connection with this Agreement and the Merger, (iii) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s Merger with the Secretary of State of the State of Oklahoma and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) such other Consents as opposed to any other third party’s) participation are set forth in Section 4.05 of the -transactions contemplated hereby or by the Other Transaction Documents Company Disclosure Schedule and (iiv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichother Consents that would not, individually or in the aggregate, would not reasonably be reasonably likely to have result in a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller do does not, and the execution and delivery performance by it of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof by this Agreement will not, conflict with, or _ result in any violation of or default default, facility early amortization event or target amortization event (in any case, with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancellation, amortization or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets underproperties or assets of the Company, any provision of (i) the certificate of incorporation or by-laws Company Articles (or assuming that the comparable governing instruments) of Seller or any Selling AffiliateCompany Shareholder Approval is obtained), (ii) any Contract, Contract to which the Company is a party or by which any of its respective properties or assets is bound or any Company Permit or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (iSection 4.05(b) and (ii) of paragraph (b) belowany Judgment or Law, Applicable Law in each case, applicable to Seller the Company or any Selling Affiliate its respective properties or assets (assuming that the Acquired AssetsCompany Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, would have not be reasonably likely to have had a Company Material Adverse Effect. (b) No material consent, approval, license, permit, order Consent of or authorization offrom, or registration, declaration declaration, notice or filing with, made to or with any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate the Company in connection with the execution, execution and delivery and of this Agreement or its performance of this Agreement, the Other Transaction Documents its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby or thereby by this Agreement, other than (i) those that (A) the filing with the SEC of the Proxy Statement in preliminary and definitive forms, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required solely in connection with this Agreement, the Merger and the other transactions contemplated by reason this Agreement (including the requirement under the Exchange Act for the shareholders of Purchaserthe Company to approve or disapprove, on an advisory basis, certain compensation that may become payable to the Company’s or any Affiliate named executive officers in connection with the completion of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Merger), (ii) the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iii) compliance with the NYSE and NASDAQ rules and regulations; and (iv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichother matters that, individually or in the aggregate, would have not be reasonably likely to have had a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution Except as set forth on Section 6.4 of the Seller Disclosure Schedule, the execution, delivery and delivery performance by Sellers and Systemax of this Agreement by Seller do not, or any other Transaction Agreement to which it is a party does not and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default not (with or without notice or lapse of time): (a) contravene, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, violate or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision breach of (i) any of the provisions of any Seller’s or Systemax’s certificate of incorporation incorporation, bylaws or by-laws other organizational documents, if any; (or ii) the comparable governing instruments) corporate resolutions of any Seller or Systemax; (iii) any Selling Affiliateof the terms or requirements of any Governmental Approval held by a Seller or Systemax or that otherwise relates to the Business or any of the Purchased Assets or Assumed Liabilities, assuming compliance with the matters and actions required hereunder with respect thereto including as set forth in Section 6.4(e) and assuming Purchaser’s compliance with the matters and actions required under Section 7.3; or (iv) any provision of any Purchased Contract; except with respect to clauses (iii) and (iv) where such contravention, violation or breach would not have a Material Adverse Effect; (b) assuming compliance by Sellers with the matters and actions required hereunder with respect thereto including as set forth in Section 6.4(e) and by Purchaser with respect to the matters and actions required hereunder with respect thereto including as set forth in Section 7.3, give any Governmental Authority or other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which any Seller, Systemax or any of the Purchased Assets or Assumed Liabilities, is subject; (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Purchased Contract; or (iv) revoke, suspend or modify any Governmental Approval; in each such case except as would not have a Material Adverse Effect; (c) cause any Seller or Purchaser to become subject to, or to become liable for the payment of, any Tax, or cause any of the Purchased Assets to be reassessed or revalued by any Tax Authority or other Governmental Authority; (d) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Purchased Assets; or (e) require a Seller to obtain any Consent or make or deliver any filing or notice to a Governmental Authority, other than (i) compliance with any applicable requirements of the Exchange Act and any other state, provincial or federal securities laws, (ii) compliance with any Contractapplicable requirements of the New York Stock Exchange, or and (iii) any judgment, order actions or decree, or, subject to filings the matters referred to in clauses (i) and (ii) absence of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, which would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by ----------------------- each of this Parent and Sub of each Transaction Agreement by Seller to which it is a party, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contract, Contract to which Parent or any of its subsidiaries is a party or by or to which any of their respective properties or assets is bound or subject or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowthe following sentence, any Judgment or Applicable Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have prevent or materially delay the ability of Parent to consummate the Offer, the Merger and the other Transactions (a "Parent Material Adverse Effect. (b) "). No material consent, approval, license, permit, order or authorization Consent of, or registration, ------------------------------ declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other any Transaction Documents Agreement to which Parent or Sub is a party or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under (A) the HSR Act and (B) the EC Regulations and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports and statements under Sections 13 and 16 of the Exchange Act as may be required solely by reason in connection with this Agreement and the Company Stockholder Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and may be required under applicable environmental laws, (iiv) such consentsfilings as may be required in connection with the taxes described in Section 6.09, approvals, licenses, permits, orders, authorizations, registrations, declarations and (vi) filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.under any applicable state takeover law and

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller or its Affiliates (as applicable) of this Agreement by Seller do not, and the execution and delivery of the Other other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will notwhich it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and compliance with the terms and conditions hereof and thereof will not: (i) result in a violation or breach of any provision of the certificate of incorporation, by-laws or other applicable organizational documents of Seller or such Affiliate; (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or its Affiliates, the Business or the Purchased Assets; or (iii) require the consent, notice or other action by any Person under, conflict with, or _ result in any a violation of or breach of, constitute a default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, under or result in the creation acceleration of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Material Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, ; except in the case cases of clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration or failure to give notice would not reasonably be expected to prevent or materially impair or materially delay the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents. (b) aboveNo consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or its Affiliates in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for: (i) such items thatfilings as may be required under the HSR Act; (ii) the filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; (iii) the consents, notices or other actions set forth in Section 4.03(b)(iii) of the Seller Disclosure Schedules; and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not, individually or in the aggregate, would not reasonably be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required expected to be obtained or made by or with respect material to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectBusiness.

No Conflicts; Consents. (a) The execution Except as set forth in Section 5.04(a) of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.04(b), Section 5.04(b), Section 6.03(b) and Section 7.04(b) have been obtained or made, or have expired, the execution, delivery and performance of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, Blocker and the consummation by Blocker of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof Transactions will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of not (i) violate any applicable Law or Governmental Order to which Blocker is subject or (ii) violate the certificate of incorporation limited partnership or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliateformation, (ii) any Contractas applicable, or (iii) any judgmentlimited partnership or limited liability company agreement, order or decreeas applicable, or, subject each as amended to the matters referred to in clauses (i) and (ii) date of paragraph (b) belowthis Agreement, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assetsof Blocker, other than, in the case of clauses clause (ii) and (iiii) above, any such items that, individually or in the aggregate, violations that would not reasonably be reasonably likely expected to have materially impair or delay Blocker’s ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a Material Adverse Effectparty or to consummate the Transactions. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is Filings are required to be obtained or made by or with respect to Seller or any Selling Affiliate Blocker in connection with the execution, execution and delivery and performance of this Agreement, the Other Transaction Documents Agreement by Blocker or the consummation by Blocker of the transactions contemplated hereby or thereby other than Transactions, except (i) those that may be required solely by reason the filing of Purchaser’s or any Affiliate the certificate of Purchaser’s (as opposed formation and certificate of conversion to any other third party’s) participation in limited liability company with the -transactions contemplated hereby or by Secretary of State of the Other Transaction Documents and State of Delaware to effect the Blocker Conversion, (ii) such consentsthe filing of the Blocker Certificate of Merger with the Secretary of State of the State of Delaware, approvals, licenses, permits, orders, authorizations, registrations, declarations (iii) compliance with and filings under the absence HSR Act, (iv) Governmental Filings set forth on Section 5.04(b) of whichthe Company Disclosure Schedule and (v) such other Governmental Filings, or the failure of which to make be obtained or obtain which, individually or in the aggregate, made would not reasonably be reasonably likely expected to have materially impair or delay Blocker’s ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a Material Adverse Effectparty or to consummate the Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer of this Agreement by Seller do not, and the execution and delivery of the Other other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will notwhich it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ : (i) result in any a violation or breach of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, Buyer; (ii) result in a violation or breach of any Contract, provision of any Law or Governmental Order applicable to Buyer; or (iii) require the consent, notice or other action by any judgmentPerson under, order conflict with, result in a violation or decreebreach of, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller constitute a default under or any Selling Affiliate or the Acquired Assets, other than, result in the case acceleration of any agreement to which Buyer is a party, except in the cases of clauses (ii) and (iii) above), any such items thatwhere the violation, individually breach, conflict, default, acceleration or in the aggregate, failure to give notice would not reasonably be reasonably likely expected to have a Material Adverse Effectprevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents. (b) No material consent, approval, licensePermit, permit, order or authorization of, or registrationGovernmental Order, declaration or filing with, or notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Seller or any Selling Affiliate Buyer in connection with the execution, execution and delivery and performance of this Agreement, Agreement and the Other other Transaction Documents or and the consummation of the transactions contemplated hereby or thereby other than and thereby, except: (i) those that such filings as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in under the -transactions contemplated hereby or by the Other Transaction Documents and HSR Act; (ii) the filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; and (iii) for such consents, approvals, licensesPermits, permitsGovernmental Orders, ordersdeclarations, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, notices which would not reasonably be reasonably likely expected to have a Material Adverse Effectprevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery performance by Buyer of this Agreement by Seller do notor any Ancillary Agreement, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and nor the consummation of the transactions contemplated hereby or thereby, will: (a) (i) violate or conflict with any of Buyer’s Governing Documents; (ii) assuming that all of the Buyer Required Regulatory Approvals and thereby Seller Required Regulatory Approvals have been made or obtained, and compliance with all conditions therein which are then required to be satisfied have in fact been satisfied, and any waiting periods thereunder have terminated or expired, as the terms and conditions hereof and thereof will notcase may be, violate any Law or Order applicable to Buyer, or (iii) violate, conflict with, or _ result in a breach of, require any violation of consent or default approval of, or (with or without notice or lapse of time, time or both) , under, constitute a default under or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets underpursuant to, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliatecontract to which Buyer is a party, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other thanexcept, in the case of clauses (ii) and (iii) above), for any such items thatviolations, individually conflicts, breaches, consents, approvals, defaults or in the aggregate, other occurrences (A) that would not reasonably be reasonably likely expected to have a Material Adverse Effect.material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or (B) that arise as a result of any facts or circumstances relating to Seller or its Affiliates; or (b) No material other than the Buyer Required Regulatory Approvals, require any declaration, filing, or registration by Buyer or any of its Affiliates with, or notice by Buyer or any of its Affiliates to, or authorization, consent, approval, license, permit, order or authorization approval with respect to Buyer or any of its Affiliates of, or registration, declaration or filing with, any Governmental Entity is required Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) the failure of which to obtain or make would not reasonably be obtained expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of consummate the transactions contemplated hereby on a timely basis or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consentsthat arise as a result of any facts or circumstances relating to Seller or its Affiliates unrelated to the Business, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, Purchased Assets or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectAssumed Obligations.

No Conflicts; Consents. (a) The execution and delivery by Allied of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby and thereby hereby, including the Merger, and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of Allied or any Allied Subsidiary under, any provision of (ia) the certificate of incorporation or byAllied Charter, the Allied By-laws (or the comparable governing instruments) charter or organizational documents of Seller or any Selling AffiliateAllied Subsidiary, (iib) any Contract, Material Allied Contract or (iiic) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) the following sentence, any provision of paragraph (b) below, Applicable any Order or Law applicable to Seller Allied or any Selling Affiliate Allied Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case cases of clauses (iib) and or (iiic) above, any such items that, individually or in the aggregate, have not had or would not reasonably be reasonably likely expected to have a Material Adverse Effect. (b) Effect on Allied. No material consent, approval, license, permit, order or authorization Consent of, from or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Seller Allied or any Selling Affiliate Allied Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby hereby, including the Merger, other than (i) those that 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 Allied or any Allied Subsidiary under the Antitrust Laws, (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required solely by reason in connection with this Agreement and the Merger, (iii) the filing of Purchaser’s 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 Allied 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 any Affiliate of Purchaser’s Consents from (as opposed 1) applicable Governmental Entities with respect to any Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other third party’s) participation Consents as are set forth in Section 4.05 of the -transactions contemplated hereby or by the Other Transaction Documents Allied Disclosure Schedule and (iivii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of Consents which, if not made or the failure to make or obtain whichobtained, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect on Allied.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Seller Agreement, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate of incorporation or charter, by-laws (or the comparable governing instruments) other organizational documents of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contract, Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act as may be required solely by reason in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of Purchaser’s or any Affiliate the Articles of Purchaser’s Merger with the Secretary of State of The Commonwealth of Massachusetts, (iv) such filings as opposed may be required in connection with the taxes described in Section 6.09, (v) compliance with and filings under the Laws of the European Union, Brazil, Germany, Ireland, Italy, the Netherlands and certain other foreign jurisdictions, in each case if and to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents extent required, and (iivi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichother items that, individually or and in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller each of Parent and Purchaser, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer and thereby the Merger and compliance with the terms and conditions hereof and thereof will not, (i) conflict with any of the provisions of the charter or organizational documents of Parent or Purchaser; (ii) conflict with, or _ result in any violation a breach of or default under (with or without notice or lapse of time, or both) any contract, underagreement, indenture, mortgage, deed of trust, lease or give rise other instrument to which Parent or Purchaser is a right of termination, cancellation party or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon by which any of the Acquired Assets under, any provision of (i) the certificate of incorporation their respective properties or by-laws (assets is bound or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, subject; or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowthe following sentence, Applicable Law applicable to Seller contravene any domestic or foreign law, rule or regulation, or any Selling Affiliate order, writ, judgment, injunction, decree, determination or the Acquired Assetsaward currently in effect, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Material Adverse Effect. (b) material adverse effect on the ability of Parent and Purchaser to consummate the Offer and the Merger. No material consent, approval, license, permit, order approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity which has not been received or made, is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Purchaser in connection with the execution, delivery and performance of this Agreement or its obligations hereunder, other than: (i) compliance with and filings under the HSR Act, if applicable; (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Other Transaction Documents or Offer and the consummation Merger; (iii) the filing of the transactions contemplated hereby or thereby other than Articles of Merger with the Secretary of State of the State of Missouri; and (iiv) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of or notices which, if not made or the failure to make or obtain whichobtained, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Material Adverse Effectmaterial adverse effect on the ability of Parent and Purchaser to consummate the Offer and the Merger.

No Conflicts; Consents. (a) The execution and delivery by each of SWMAC and SWWC of this Agreement by Seller do does not, and the execution performance by each of SWMAC and delivery SWWC of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, its obligations hereunder and the consummation of the Business Combination and the other transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof by this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or loss of a material benefit underobligation, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of SWMAC, SWWC or any SWWC Subsidiary under, any provision of (i) the certificate Organizational Documents of incorporation or by-laws (or the comparable governing instruments) of Seller SWMAC, SWWC or any Selling AffiliateSWWC Subsidiary, (ii) subject to the filings and other matters referred to in Section 6.4(b), any ContractContract to which SWMAC, SWWC or any SWWC Subsidiary is a party or by which any of their respective properties or assets is bound or any SWWC Permit or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 6.4(b), Applicable Law any Judgment or Law, in each case applicable to Seller SWMAC, SWWC or any Selling Affiliate SWWC Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, are not and would not reasonably be reasonably likely expected to have be material to SWMAC, SWWC and the SWWC Subsidiaries, taken as a Material Adverse Effectwhole and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Business Combination. (b) No material consent, approval, license, permit, order Consent of or authorization offrom, or registration, declaration made to or filing with, any Governmental Entity Entity, is required to be obtained or made by or with respect to Seller any SWWC Party or any Selling Affiliate thereof in connection with the execution, execution and delivery and of this Agreement or its performance of this Agreement, the Other Transaction Documents its obligations hereunder or the consummation of the Business Combination and the other transactions contemplated hereby or thereby by this Agreement, other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations compliance with and filings under the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.HSR Act,

No Conflicts; Consents. (a) The execution and ----------------------- delivery by each of Parent and Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of terminationtermina tion, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, addi tional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation Parent or by-laws (or the comparable governing instruments) of Seller or any Selling AffiliateSub, (ii) any Contract, Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate Sub or the Acquired Assetstheir respective properties or assets, other than, except in the case of clauses (ii) and (iii) above, any for such items that, individually or in the aggregate, Violations that have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Sub in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act, if required, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental Laws, (v) such filings as may be required in connection with the Taxes described in Section 6.09, (vi) filings under any applicable state takeover Law, (vii) such other items required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s the Company (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents Transactions and (iiviii) such consents, approvals, licenses, permits, orders, authorizationsother Consents, registrations, declarations declarations, filings and filings the absence permits that Parent does not have knowledge of which, or and the failure of which to obtain or make or obtain whichwould not, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Purchaser or any Purchaser Subsidiary under, any provision of (i) the certificate of incorporation or byPurchaser Charter, the Purchaser By-laws (or the comparable governing instruments) charter or organizational documents of Seller any Purchaser Subsidiary or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject Contract to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller which Purchaser or any Selling Affiliate Purchaser Subsidiary is a party or the Acquired Assets, by which any of their respective properties or assets is bound other than, in the case of clauses clause (ii) and (iii) above, any such items that, individually or in the aggregate, would could not reasonably be reasonably likely expected to have a Purchaser Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Seller Purchaser or any Selling Affiliate Purchaser Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those the filing with the SEC of a proxy or information statement relating to the approval of this Agreement Purchaser's stockholders, and such reports under Section 13 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Purchaser is qualified to do business, and (iii) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s Purchaser (as opposed to any other third party’s) participation in the -transactions contemplated hereby Transactions or by the Other Transaction Documents and (iiC) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichthat, individually or in the aggregate, would could not reasonably be reasonably likely expected to have a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 4.4(a) of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b) and Section 5.3(b) have been obtained or made, or have expired, the execution and delivery of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, Company and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with will not (i) violate any applicable Law (including Data Protection Laws) to which the terms and conditions hereof and thereof will notCompany or its Subsidiaries are subject, (ii) conflict with, or _ result in any a violation of or default (with or without notice or lapse of timebreach of, or both) , constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation acceleration, termination or cancellation of or create in any liensparty the right to accelerate, claimsterminate, encumbrancesadversely modify or cancel, security interestsor require any notice, optionsconsent or payment under any Company Material Contract, charges Company Benefit Plan, or restrictions of any kind Permit or (“Liens”iii) upon any of the Acquired Assets under, any provision of (i) violate the certificate of incorporation or by-laws (bylaws or the comparable governing instruments) documents, each as amended to the date of Seller this Agreement, of the Company or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assetsits Subsidiaries, other than, in the case of clauses (iii) and (iiiii) above, any such items thatviolations, individually conflicts, breaches, defaults, accelerations, terminations, cancellations, notices, consents, payments or in the aggregate, rights that would not be reasonably likely to have a Material Adverse EffectEffect and would not materially impair or prevent the ability of the Company to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) No material consentfilings or registrations with, approvalnotifications to, licenseor authorizations, permit, order consents or authorization approvals of, or registration, declaration or filing with, any a Governmental Entity is (collectively, “Governmental Filings”) are required to be obtained or made by the Company or with respect to Seller or any Selling Affiliate its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement, Agreement by the Other Transaction Documents Company or the consummation by the Company of the transactions contemplated hereby, except (i) compliance with and filings under the HSR Act, (ii) Governmental Filings set forth on Section 4.4(b) of the Company Disclosure Schedule, (iii) the filing of the Certificate of Merger in connection with the Merger in accordance with the DGCL and (iv) such other Governmental Filings, the failure of which to be obtained or made would not have a Material Adverse Effect and would not materially impair or prevent the ability of the Company to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectthereby.

No Conflicts; Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by Seller Agreement, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of of, or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the certificate Organizational Documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling AffiliateParent Subsidiary, (ii) any Contract, Parent Permit or any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (iSection 5.4(b) and (ii) of paragraph (b) belowSection 6.3(a), Applicable any Law applicable to Seller or any Selling Affiliate Parent or the Acquired AssetsParent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Parent Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act and the Austrian Cartel Xxx 0000, (ii) the filing with the SEC of (A) the Proxy Statement, (B) the Schedule 13E-3, and (C) such reports under the Exchange Act and the Securities Act as may be required solely by reason in connection with this Agreement or the Transactions, (iii) the filing of Purchaser’s the Certificate of Merger with the Delaware Secretary and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or any Affiliate of Purchaser’s (as opposed Merger Sub is qualified to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents do business, and (iiiv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or other items that the failure of which to obtain or make or obtain whichwould not reasonably be expected to, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller PW and Buyer do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified Ancillary Agreements to be parties thereto will not, which they are a party and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with(i) violate the provisions of any of the Charter Documents of PW or Buyer, (ii) violate any Contract to which PW or Buyer is a party, (iii) to the Knowledge of Buyer, violate any Law of any Governmental Entity applicable to PW or Buyer on the date hereof, or _ result in any violation (iv) to the Knowledge of or default (with or without notice or lapse of timeBuyer, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Liens upon any of the Acquired Assets underassets owned or used by PW or Buyer, any provision except in each such case where such violation or Lien would not reasonably be expected materially to impair or delay the ability of (i) the certificate of incorporation PW or by-laws (Buyer to perform its obligations under this Agreement or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectAncillary Agreements. (b) No material consentExcept as disclosed on Section 5.4(b) of the Buyer Disclosure Schedule, approval, license, permit, order no Authorization or authorization Order of, or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained by PW or made by or with respect to Seller or any Selling Affiliate Buyer in connection with the execution, execution and delivery and performance of this Agreement, Agreement and the Other Transaction Documents or Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby or thereby other than and thereby, except for such Authorizations, Orders, registrations, declarations, filings and notices (i) those that as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in under the -transactions contemplated hereby or by HSR Act and the Other Transaction Documents and Antitrust Laws or the rules of FINRA or the New York Stock Exchange, or (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, which would not reasonably be reasonably likely expected to have materially impair the ability of PW or Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which it is a Material Adverse Effectparty.

No Conflicts; Consents. (a) The execution and delivery by Parent of this Agreement by Seller do does not, and the execution and delivery performance by it of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof by this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise any Person the ability to a right materially delay or impede the ability of terminationParent to consummate the Merger, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (Current Parent Articles or the comparable governing instruments) charter or organizational documents of Seller or any Selling Affiliate, Parent Subsidiary; (ii) any ContractContract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound that would reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole; or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.4(b), Applicable Law any Judgment or Law, in each case, applicable to Seller Parent or any Selling Affiliate Parent Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any except for such items that, individually Judgments or in the aggregate, Laws that would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order Consent of or authorization offrom, or registration, declaration declaration, notice or filing with, made to or with any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Parent Subsidiary in connection with the execution, execution and delivery and of this Agreement or its performance of this Agreement, the Other Transaction Documents its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby or thereby by this Agreement, other than (i) those that the filing with the SEC of such reports under, and such other compliance with, the Exchange Act, and the Securities Act, and the rules and regulations thereunder, as may be required solely in connection with this Agreement, the Merger and the other transactions contemplated by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and this Agreement; (ii) compliance with and filings under the HSR Act, the DPA and such consentsother compliance, approvals, licenses, permits, orders, authorizationsConsents, registrations, declarations declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iv) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other transactions contemplated hereby; (v) such other Consents the absence of which, or the failure to make or obtain whichwhich would not, individually or in the aggregate, have had and would not reasonably be reasonably likely expected to have a Parent Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger, and (vi) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by Xxxxxx and Merger Sub of this Agreement by Seller do does not, and the execution and delivery performance by it of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof by this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise any Person the ability to a right materially delay or impede the ability of terminationParent or Merger Sub to consummate the Merger, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (Current Parent Articles or the comparable governing instruments) charter or organizational documents of Seller Merger Sub or any Selling Affiliate, other Parent Subsidiary; (ii) any ContractContract to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of their respective properties or assets is bound that would reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole; or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.4(b), Applicable Law any Judgment or Law, in each case, applicable to Seller Parent, Merger Sub or any Selling Affiliate other Parent Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any except for such items that, individually Judgments or in the aggregate, Laws that would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order Consent of or authorization offrom, or registration, declaration declaration, notice or filing with, made to or with any Governmental Entity is required to be obtained or made by or with respect to Seller Parent, Merger Sub or any Selling Affiliate other Parent Subsidiary in connection with the execution, execution and delivery and of this Agreement or its performance of this Agreement, the Other Transaction Documents its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby or thereby by this Agreement, other than (i) those that the filing with the SEC of such reports under, and such other compliance with, the Exchange Act, and the Securities Act, and the rules and regulations thereunder, as may be required solely in connection with this Agreement, the Merger and the other transactions contemplated by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and this Agreement; (ii) compliance with and filings under the DPA and such consentsother compliance, approvals, licenses, permits, orders, authorizationsConsents, registrations, declarations declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iv) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other transactions contemplated hereby; (v) such other Consents the absence of which, or the failure to make or obtain whichwhich would not, individually or in the aggregate, have had and would not reasonably be reasonably likely expected to have a Parent Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger; and (vi) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller Purchaser and Parent do not, and the execution and delivery by Purchaser and Parent of the each Other Transaction Documents by Seller and the Selling Affiliates Document to which it is specified to be parties thereto a party will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Purchaser and Parent with the terms and conditions hereof and thereof will not, not (i) conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) under, underrequire any notice with respect to, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets underor, any provision of (iA) the certificate Governing Documents of incorporation Purchaser or by-laws Parent, or (B) any Contract to which Purchaser or the comparable governing instruments) Parent is a party or by which any of Seller its respective properties or any Selling Affiliateassets may be subject, (ii) violate any Contract, or (iii) any judgment, order or decree, Injunction or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller Law, or (iii) result in the creation of any Selling Affiliate Liens upon any of the properties or the Acquired Assets, assets of Purchaser or Parent under other than, in the case of clauses (iii)(B) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have result in a Purchaser Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing Filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Purchaser or any Selling Affiliate Parent in connection with the execution, execution and delivery and performance of this Agreement, Agreement or the Other Transaction Documents or Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Purchaser and Parent with the terms and conditions hereof and thereof, other than (i) compliance with and Consents and Filings under the HSR Act or any other Antitrust Law, (ii) those that may be required solely by reason of PurchaserSeller’s or any Affiliate of PurchaserSeller’s (as opposed to any other third party’s) participation in the -transactions transactions contemplated hereby or by the Other Transaction Documents Documents, (iii) compliance with and Filings or notices required by the rules and regulations of any applicable securities exchange or listing authority and (iiiv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings other Consents the absence of which, or other Filings the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have result in a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets underproperties or assets of Parent or Merger Sub, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling AffiliateParent Charter Documents, (ii) any Contract, Contract to which Parent or Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.4(b), Applicable any material Law applicable to Seller Parent or any Selling Affiliate Merger Sub or the Acquired Assets, their respective properties or assets other than, in the case of clauses (ii) and or (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or Other than with respect to Seller or any Selling Affiliate in connection with procedures under the executionIsraeli Companies Law, the execution and delivery and performance of this Agreement, the Other Transaction Documents or Agreement by Parent and Merger Sub does not and the consummation of the transactions contemplated hereby do not, and the performance of this Agreement and the transactions contemplated hereby by Parent and Merger Sub shall not, require any consent, approval, authorization or thereby other than permit of, or filing with or notification to, any Governmental Entity or any third party, except (i) those that for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, Israeli Securities Law, the HSR Act, the approval of the Investment Center, the notice to the OCS, the rules and regulations of Nasdaq, and such other filings, notices, permits, authorizations, consents or approvals as may be required solely by reason of Purchaser’s the status of Parent, Merger Sub or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents their Affiliates, and (ii) where the failure to obtain such consents, approvals, licenses, authorizations or permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make such filings or obtain whichnotifications, would not, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (ai) The execution and delivery by the Company of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of of, or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, claimscharges, encumbrancesmortgages, encumbrances and security interests, options, charges or restrictions interests of any kind or nature whatsoever (collectively, “Liens”) upon any of the Acquired Assets properties or assets of the Company or any of its subsidiaries (the “Company Subsidiaries”) under, any provision of (i) the certificate of incorporation or byCharter, the Bye-laws (or the comparable governing instruments) organizational documents of Seller or any Selling AffiliateCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract, ”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b3)(ii) below, Applicable any Law applicable to Seller the Company or any Selling Affiliate Company Subsidiary or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the ability of the Company to comply with the terms of this Agreement. (bii) No material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Seller the Company or any Selling Affiliate Company Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of compliance with the transactions contemplated hereby or thereby terms hereof, other than (i) those that the filing with the SEC of such reports under the Exchange Act as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and connection with this Agreement, (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations filings as may be required under the rules and filings regulations of the absence of which, or NYSE and (iii) such other items that the failure of which to obtain or make or obtain whichwould not reasonably be expected to, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effecta material adverse effect on the ability of the Company to comply with the terms of this Agreement.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified documents to be parties thereto will notdelivered hereunder, and the consummation of the transactions contemplated hereby described herein, do not and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of : (i) violate or conflict with the certificate of incorporation incorporation, bylaws or by-laws (or the comparable governing instruments) other organizational documents of Seller or any Selling Affiliate, Buyer; (ii) violate or conflict with any ContractLaw applicable to Buyer (including, for the avoidance of doubt, federal and state securities Laws and regulations and the rules and regulations of the Nasdaq Stock Market or such other securities exchange or quotation system upon which the securities of Buyer may be listed or quoted (the “Principal Market”)); or (iii) violate or conflict with any judgmentpermits, order or decreelicenses, orfranchises, subject to the matters referred to in clauses (i) approvals, authorizations, registrations, certificates, variances and (ii) similar rights of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) Buyer. No material consent, approval, license, permit, order waiver or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or Buyer from any Selling Affiliate Person in connection with the execution, delivery and performance by Buyer of this AgreementAgreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the Other Transaction Documents transactions described herein. (b) Except as specifically stated in this Agreement and as required under the Securities Act or applicable state securities Laws and the consummation rules and regulations of the transactions contemplated hereby Principal Market, Buyer is not required to obtain any consent, authorization or thereby order of, or make any filing or registration with, any court or Governmental Entity or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or described herein in accordance with the terms hereof or thereof. Buyer has not received nor delivered any notices or correspondence from or to the Principal Market, other than (i) those that may be required solely by reason notices with respect to listing of Purchaser’s or additional Buyer Common Stock and other routine correspondence. The Principal Market has not commenced any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectdelisting proceedings against Buyer.

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery performance of this Agreement by Seller do notFermat nor the execution, delivery and the execution and delivery performance of the Other Transaction Acquisition Documents by Seller Fermat and the Selling Affiliates specified to be parties thereto will notits applicable Subsidiaries party thereto, and nor the consummation of the transactions contemplated hereby and thereby and compliance by Fermat and its applicable Subsidiaries with the terms and conditions hereof and thereof thereof, will not(i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or _ notification under, or result in any violation of or default breach of, or constitute (with or without notice or lapse of time, time or both) , a default under, or give rise to a any right of termination, cancellation cancellation, modification, notification or acceleration of any obligation under any H&N Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or loss (b)(iii) below, violate any Judgment or Law applicable to any of a material benefit underFermat, its applicable Subsidiaries, the Acquired H&N Assets, the H&N Business or any H&N Business Permit or (iv) result in the creation of any liensLien, claimsother than Permitted Liens, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired H&N Assets, other than, except in the case of clauses (ii), (iii) and (iiiiv) abovefor conflicts, any such items thatviolations, individually or in the aggregatebreaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not be reasonably likely to have constitute a H&N Business Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, Approval of any Governmental Entity is required to be obtained or made by or with respect to Seller Fermat or any Selling Affiliate the Acquired H&N Assets in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the H&N Acquisition and the other transactions contemplated hereby or thereby hereby, other than (i) those that may be required solely by reason in respect of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and applicable Antitrust Laws, (ii) filings to transfer Permits and Environmental Permits required for the operation of the H&N Business and (iii) such consents, waivers, approvals, licenses, permits, orders, authorizations, registrationsPermits, declarations and filings the absence of or notifications which, if not obtained or the failure to make or obtain which, individually or in the aggregatemade, would not be reasonably likely to have constitute a H&N Business Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of the Purchaser and NISL of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby compliance by the Purchaser and compliance NISL with the terms and conditions hereof and thereof will not, not conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of the Purchaser and NISL or any of its subsidiaries under, any provision of (ia) the certificate of incorporation or by-laws bylaws (or the comparable governing instrumentsequivalent organizational documents) of Seller or any Selling Affiliatethe Purchaser and NISL, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable any Contract to which the Purchaser or NISL is a party or by which any of its properties or assets is bound or (c) any Judgment or Law applicable to Seller the Purchaser or any Selling Affiliate NISL or the Acquired Assets, other than, its properties or assets; in the case of clauses (iib) and (iii) abovec), other than any such items thatthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not be reasonably likely to have a Purchaser Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller each of the Purchaser or any Selling Affiliate NISL in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby hereby, other than (ix) compliance with and filings under the HSR Act, (y) applicable foreign anti-trust filings, and (z) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s the Sellers’ (as opposed to any other third party’s) participation in the -transactions transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effecthereby.

No Conflicts; Consents. (a) The execution Assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b), Section 4.4(d) and Section 5.3(b) have been obtained or made, or have expired, the execution, delivery and performance of this Agreement by Seller do not, and the execution and delivery of the Other other Transaction Documents Agreements by Seller and the Selling Affiliates specified to be parties thereto will not, Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict withdirectly or indirectly, or _ result in any violation of or default (with or without notice or notice, lapse of time, or both, (i) conflict with, result in a breach or violation of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit undercancel, or require any notice, consent or waiver under (A) any applicable Law or Governmental Order to which Purchaser is subject or (B) any material Contract of Purchaser, (ii) result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of Encumbrance (other than any kind (“Liens”Permitted Encumbrance) upon on any of the Acquired Assets underproperties, any provision rights or assets of Purchaser or (iiii) conflict with, breach or violate the certificate of incorporation or by-laws (or the comparable governing instruments) bylaws, each as amended, of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired AssetsPurchaser, other than, in the case of clauses clause (ii) and (iiii) above, any such items thatviolations, individually conflicts, breaches, defaults, accelerations, terminations, cancellations, rights or in the aggregate, Encumbrances that would not reasonably be reasonably likely expected to have a Material Adverse Effectmaterially impair or delay Purchaser’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is Filings are required to be obtained or made by or with respect to Seller or any Selling Affiliate Purchaser in connection with the execution, delivery and performance of this Agreement, Agreement and the Other other Transaction Documents Agreements by Purchaser or the consummation by Purchaser of the transactions contemplated hereby or thereby other than thereby, except (i) those that may compliance with and filings under the HSR Act, (ii) Governmental Filings set forth on Section 5.3(b) of the Purchaser Disclosure Schedule and (iii) such other Governmental Filings, the failure of which to be required solely by reason of obtained or made would not reasonably be expected to materially impair or delay Purchaser’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in consummate the -transactions transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectthereby.

No Conflicts; Consents. (a) The execution and delivery by each of this Parent and Sub of each Transaction Agreement by Seller to which it is a party, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, under any provision of (i) the certificate charter or organizational documents of incorporation Parent or by-laws (or the comparable governing instruments) of Seller or any Selling AffiliateSub, (ii) any Contract, material Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowthe following sentence, any Judgment or Applicable Law applicable to Seller Parent or any Selling Affiliate Sub or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Sub in connection with the execution, delivery and performance of this Agreement, the Other any Transaction Documents Agreement to which Parent or Sub is a party or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, (iv) such filings as may be required in connection with the taxes described in Section 7.08, (v) compliance with and filings under the Auto Warranty Laws of the States set forth in Section 5.06 of the Parent Disclosure Letter, (vi) Consents, registrations, declarations or filings required to be made solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) the Company's participation in the -transactions contemplated hereby or by the Other Transaction Documents Transactions and (iivii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings other items as are set forth in Section 5.06 of the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectParent Disclosure Letter.

No Conflicts; Consents. (a) The Except as set forth in Section 4.04(a) of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.04(b) and Section 5.03(b) have been obtained or made, or have expired, the execution and delivery of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, Company and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with will not (i) violate any applicable Law to which the terms and conditions hereof and thereof will notCompany or its Subsidiaries are subject, (ii) conflict with, or _ result in any a violation of or breach of, constitute a default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of acceleration, termination or cancellation of, create in any liensparty the right to accelerate, claimsterminate, encumbrancesmodify or cancel, security interestsor require any notice, optionsconsent or payment under any Company Material Contract, charges Company Benefit Plan or restrictions of any kind Permit, or (“Liens”iii) upon any of the Acquired Assets under, any provision of (i) conflict with or violate the certificate of incorporation or by-laws (bylaws or the comparable governing instruments) documents, each as amended, of Seller the Company or any Selling Affiliateof its Subsidiaries, (ii) any Contractother than, or (iii) any judgment, order or decree, or, subject with respect to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above), any such items thatviolations, individually conflicts, breaches, defaults, accelerations, terminations, cancellations or in the aggregate, rights that would not be material to the Company and its Subsidiaries taken as a whole and would not reasonably likely be expected to have a Material Adverse Effectmaterially impair or delay the Company’s ability to perform its obligations under this Agreement or consummate the Transactions. (b) No material consentfilings or registrations with, approvalnotifications to, licenseor authorizations, permit, order consents or authorization approvals of, or registration, declaration or filing with, any a Governmental Entity is (collectively, “Governmental Filings”) are required to be obtained or made by the Company or with respect to Seller or any Selling Affiliate its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement, Agreement by the Other Transaction Documents Company or the consummation by the Company of the transactions contemplated hereby or thereby other than Transactions, except (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in compliance with and filings under the -transactions contemplated hereby or by the Other Transaction Documents and HSR Act, (ii) Governmental Filings set forth on Section 4.04(b) of the Company Disclosure Schedule, (iii) the filing of the Initial Certificate of Merger in connection with the Initial Merger in accordance with the DGCL, (iv) the filing of the Follow-On Certificate of Merger in connection with the Follow-On Merger in accordance with the DGCL and DLLCA, and (v) such consentsother Governmental Filings, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence failure of whichwhich to be obtained or made would not be, or be reasonably expected to be, material to the failure to make Company and its Subsidiaries taken as a whole and would not, or obtain which, individually or in the aggregate, would not reasonably be reasonably likely expected to, materially impair or delay the ability of the Company to have a Material Adverse Effectperform its obligations under this Agreement or consummate the Transactions.

No Conflicts; Consents. (a) The execution and delivery by Seller of this Agreement Agreement, the performance by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will notterms hereof, and the consummation of the transactions contemplated hereby and thereby and compliance by Seller with the terms and conditions hereof and thereof will not, do 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 penalty or to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Seller or any of the Companies under, any provision of of: (i) the certificate of incorporation or by-laws (or the comparable governing instruments) Charter Documents of Seller or any Selling Affiliate, of the Companies; (ii) any Contract, Contract to which Seller or any of the Companies is a party or by which any of their respective properties or assets are bound; or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses decree entered by or with any Governmental Body (ia “Judgment”) and (ii) of paragraph (b) below, or Applicable Law applicable to Seller Seller, any Company or any Selling Affiliate their respective properties or the Acquired Assetsassets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, that would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order Permit or authorization of, or registration, declaration or filing with, any Governmental Entity Consent is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with Company or any of their respective properties or assets for the execution, execution and delivery and performance of this Agreement, the Other Transaction Documents or performance by Seller of the terms hereof, the consummation of the transactions contemplated hereby or thereby and compliance by Seller with the terms hereof, other than than: (i) those that may be required solely by reason of Purchaser’s compliance with and filings under the HSR Act or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Antitrust Law set forth on Schedule 3.03(b); (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of whichConsents required to complete the Restructuring set forth on Schedule 3.03(b); (iii) Consents required under SMCRA set forth on Schedule 3.03(b), or (iv) any other Consent not referred to above, the failure of which to obtain or make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do notthe Company of, and the execution and delivery performance of the Other Transaction Documents by Seller its obligations under, this Agreement and the Selling Affiliates specified to be parties thereto will Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“Liens”other than a Permitted Lien) upon any of the Acquired Assets properties or assets of the Company or the Company Subsidiary under, any provision of (i) the certificate of incorporation or by-laws (Company Charter, the Company Bylaws or the comparable governing instruments) charter or organizational documents of Seller or any Selling Affiliatethe Company Subsidiary, (ii) any Contract, Contract to which the Company or the Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 3.05(b), Applicable any Judgment or Law applicable to Seller or any Selling Affiliate the Company or the Acquired AssetsCompany Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or Governmental Authorization from, any Governmental Entity is required to be obtained or made by or with respect to Seller the Company or any Selling Affiliate the Company Subsidiary in connection with the execution, delivery and performance of this Agreement, Agreement and the Other Transaction Ancillary Documents or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under applicable requirements of the HSR Act, (ii) compliance with and such filings as may be required under applicable state property transfer laws or Environmental Laws, (iii) such filings as may be required in connection with the Transfer Taxes described in Section 6.06, (iv) approval by the New Mexico Public Regulation Commission under the New Mexico Public Utility Act and any applicable rules and regulations thereunder (the approval in this clause (iv), the “Company Required Regulatory Approval”) and (v) such other items (A) required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s Purchaser (as opposed to any other third party’s) participation in the -transactions contemplated hereby Transactions, including any requirements which become applicable to the Company as a result of the specific regulatory status of Purchaser (or by the Other Transaction Documents and any of its affiliates) or as a result of any other facts that specifically relate to any business or activities in which Purchaser (iior any of its affiliates) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, is or the failure proposes to make be engaged or obtain which(B) that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Purchaser of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof of this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contract, Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or --------------- Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, subject in the case of clauses (ii) and (iii) above, any for such items thatmatters as, individually or in the aggregate, would could not reasonably be reasonably likely expected to have a material adverse effect on (A) the ability of Parent or Purchaser to perform its obligations under this Agreement or (B) the ability of Parent or Purchaser to consummate the Offer, the Merger and the other Transactions (any of the foregoing, a "Parent Material Adverse Effect."). ------------------------------- (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or notice to, or Permit from any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any in connection with this Agreement, the Offer, the Merger and the other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such consentsfilings as may be required in connection with the Taxes described in Section 6.08, approvals(iv) filings under state ------------ securities Laws, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which(v) such other items as, individually or in the aggregate, would could not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified Ancillary Agreements to which it is or will be parties thereto will nota party, and the consummation of the transactions contemplated hereby hereby, do not and thereby and will not, assuming compliance with the terms matters and conditions hereof requirements referred to in Section 3.05(b) and thereof will not, conflict with, or _ Section 3.05 of the Disclosure Schedules (including receipt of the Required Stockholder Vote): (i) result in any a violation or breach of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, the Company; (ii) result in a violation or breach of any Contract, provision of any Law or Governmental Order applicable to Seller or the Company; or (iii) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any judgmentPerson under, order conflict with, result in a violation or decreebreach of, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller constitute a default under or any Selling Affiliate or the Acquired Assets, other than, result in the case acceleration of any Material Contract, except in the cases of clauses (ii) and (iii) above), any such items thatwhere the violation, individually breach, conflict, default, acceleration or in the aggregate, failure to give notice would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, licensePermit, permit, order or authorization of, or registrationGovernmental Order, declaration or filing with, or notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Seller or any Selling Affiliate the Company in connection with the execution, execution and delivery and performance of this Agreement, Agreement or the Other Transaction Documents or Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby other than (i) those that thereby, except for such filings and approvals as may be required solely by reason under Exon-Xxxxxx (including the CFIUS Approval), the Securities Act or the Exchange Act (including the clearance with the SEC of Purchaser’s or any Affiliate the Proxy Statement relating to the Required Stockholder Vote), the filing with the Delaware Secretary of Purchaser’s (State of a certificate of merger to give effect to the merger of Merger Sub with and into the Company, such filings as opposed may be required under the laws of the State of Delaware to any give effect to the Company Charter Amendment, and such other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licensesPermits, permitsGovernmental Orders, ordersdeclarations, authorizations, registrations, declarations and filings the absence of or notices which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will Escrow Agreement (as applicable), do not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contractmaterial Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound, or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any material Judgment or Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions other than (i) those compliance with and filings under the HSR Act, (ii) the filing and recordation of appropriate merger documents as required by the NYBCL, (iii) compliance with and such filings as may be required under applicable environmental Laws, (iv) such filings as may be required in connection with the Taxes described in Section 6.07, and (v) such other items (A) that may be required under any applicable foreign Law, (B) that are required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s the Company (as opposed to any other third party’s) participation in the -transactions contemplated hereby Transactions or by the Other Transaction Documents and (iiC) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichthat, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller Sellers and the Selling Affiliates specified to be parties thereto will nottheir Affiliates, as applicable, and the consummation of the transactions contemplated hereby and thereby thereby, and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, licenses, covenants not to use, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, under any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller Sellers or any Selling Affiliateof their Affiliates, (ii) any Contractcontract, to which either Seller or such Affiliate is a party or by which any of their respective properties or assets are bound, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, Laws; except in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, as would not be reasonably likely to have a Material Adverse Effectmaterial adverse effect on the ability of Sellers to consummate the transactions contemplated hereby or under the Other Transaction Documents and to perform their obligations under this Agreement or under each of the Other Transaction Documents. No vote or approval of the stockholders of either Seller or any of their Affiliates is required in order to consummate the transactions contemplated by this Agreement or the Other Transaction Documents. (b) No material The execution, delivery and performance of this Agreement and the Other Transaction Documents, and the consummation of the transactions contemplated hereby or thereby, do not, and will not, require any consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) those that except as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions transactions contemplated hereby or by the Other Transaction Documents and (ii) such consentsthereby, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence including recordation of which, or the failure to make or obtain which, individually or suitable patent assignment documents in the aggregate, would not be reasonably likely to have a Material Adverse EffectU.S. Patent and Trademark Office and comparable foreign patent offices and assignments of Regulatory Materials with Governmental Entities.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is or will be a party, the performance by Seller of its obligations hereunder and thereunder, the consummation by Seller of the transactions contemplated hereby and thereby, and the compliance by Seller with any of the provisions hereof and thereof, does not and shall not: (a) The result in a violation or breach of any provision of the Amended and Restated Articles of Incorporation or Bylaws of Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, any of its properties, assets (including the Purchased Assets) or securities or the Business; (c) except as set forth in Section 4.03 of the Disclosure Schedules and with such exceptions as, individually and in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or give rise to any right to accelerate, terminate, modify or cancel, or require and consent under, any Material Contract to which Seller is a party or by which it or any of its assets are otherwise subject; (d) result in the imposition of all Encumbrances, other than Permitted Encumbrances, upon any Purchased Asset; or (e) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (a) through (d) of this Section 4.03. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement by Seller do not, and the execution and delivery or any of the Other other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will notthereby, conflict with, except for such filings or _ result consents set forth in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any Section 4.03 of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) Disclosure Schedules and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licensesPermits, permitsGovernmental Orders, ordersdeclarations, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain notices which, individually or in the aggregate, would do not be have, and are not reasonably likely to have have, a Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement by Seller do not, and the execution and delivery of the Other other Transaction Documents by Seller and the Selling Affiliates specified to which it is or will be parties thereto will a party does not, and the consummation by Purchaser of the Transaction and the other transactions contemplated hereby and thereby and compliance by Purchaser with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) under, underrequire any consent or other action by a Person, or give rise to a right of termination, cancellation or acceleration of any right or obligation or any loss of a material any benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of Purchaser or any of its Subsidiaries under, any provision of (ia) the certificate Organizational Documents of incorporation Purchaser, (b) any Judgment or by-laws (Law applicable to Purchaser or its Subsidiaries, or the comparable governing instrumentsproperties or assets of Purchaser or its Subsidiaries or (c) of Seller any Contract pursuant to which Purchaser or any Selling Affiliateof its Subsidiaries is a party, (ii) any Contractexcept, or (iii) any judgment, order or decree, or, subject with respect to the matters referred to in foregoing clauses (ib) and (ii) of paragraph (b) belowc), Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, for any such items thatthat would not reasonably be expected to have, individually or in the aggregate, would not be reasonably likely to have a Purchaser Material Adverse Effect. (b) No material consent. Assuming the truth and accuracy of the representations and warranties of Seller set forth in Article III, approval, license, permit, order or authorization of, or registration, declaration or filing with, no Approval of any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate Purchaser in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the Transaction and the other transactions contemplated hereby or thereby hereby, other than (i) those that may be required solely by reason compliance with any applicable requirements of Purchaser’s or any Affiliate of Purchaser’s (as opposed to the HSR Act and with any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Antitrust Law, (ii) such consentsApproval of Purchaser by the EC as an acceptable purchaser of the Business pursuant to the EC Buyer Approval and the EC Commitments relating to the transactions contemplated by the Merger Agreement and (iii) those that, approvalsif not obtained, licensesmade or given, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure would not reasonably be expected to make or obtain whichhave, individually or in the aggregate, would not be reasonably likely to have a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof by this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contract, material Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.03(b), Applicable any material Judgment or material Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby by this Agreement, other than (i) those that compliance with and filings and notifications under the HSR Act, (ii) the filing of the Statement of Merger with the Secretary of State of the State of Colorado, (iii) notification to and approval by The Toronto Stock Exchange, (iv) any Consents required in connection with the Offering, (v) compliance with and such Consents as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s under applicable Environmental Laws, (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (iivi) such consentsfilings as may be required in connection with the taxes described in Section 6.08, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which(vii) Consents that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse EffectEffect and (viii) Consents as are set forth in the letter, dated as of the date of this Agreement, from Parent to the Company (the “Parent Disclosure Letter”).

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Subsidiary of this Agreement by Seller do not, and the execution consummation by each of Parent and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation Merger Subsidiary of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with(i) violate the provisions of the articles of incorporation or by-laws of Parent or the articles of organization or limited liability company agreement of Merger Subsidiary, (ii) violate any Contract to which either of Parent or Merger Subsidiary is a party or by which it or its assets is bound, (iii) to Parent's knowledge, assuming compliance by each of Parent and Merger Subsidiary with the matters referred to in Section 5.5(b), violate any order, writ, injunction, decree, or _ result in any violation of Law applicable to either Parent or default (with or without notice or lapse of timeMerger Subsidiary on the date hereof, or both(iv) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Liens upon any of the Acquired Assets underassets owned or used by either of Parent or Merger Subsidiary, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, except in the case of clauses (ii) and ), (iii) above, any or (iv) where such items thatviolation or Lien would not, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (b) No material consent, waiver, approval, license, permitauthorization, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Merger Subsidiary in connection with the execution, execution and delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the Merger or the other transactions contemplated hereby or thereby other than hereby, except for such authorizations, consents, waivers, approvals, orders, registrations, declarations, filings and notices (i) those that as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in under the -transactions contemplated hereby or by DGCL and the Other Transaction Documents and MLLCA, (ii) such consentsas may be required under the HSR Act, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings (iii) as required under the absence of whichSecurities Laws, or (iv) the failure to make or obtain whichwhich would not, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of of, or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of Lien other than any kind (“Liens”) Permitted Lien upon any of the Acquired Assets properties or assets of the Company under, any provision of (i) the certificate of incorporation or by-laws (Company Charter or the comparable governing instruments) of Seller or any Selling AffiliateCompany Bylaws, (ii) any Contract, Material Contract to which the Company is a party or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) Section 4.05(b), any Judgment or, assuming the representations and (ii) of paragraph (b) belowwarranties set forth in Section 5.08 are true and correct, Applicable Law any Law, in either case, that is applicable to Seller the Company or any Selling Affiliate its properties or the Acquired Assetsassets, other than, in the case of clauses (ii) and (iii) above), any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Seller or any Selling Affiliate the Company in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that the filing with the SEC of (A) the Schedule 14D-9 and (B) such reports under the Exchange Act as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any in connection with this Agreement, the Offer, the Merger and the other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations filings as may be required under the rules and filings the absence regulations of which, or Nasdaq and (iv) such other items the failure of which to obtain or make or obtain whichwould not reasonably be expected to, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The Assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.04(b) and Section 5.03(b) have been obtained or made, or have expired, the execution and delivery of this Agreement by Seller do not, Parent and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, Merger Subs and the consummation by Parent and the Merger Subs of the transactions contemplated hereby and thereby and compliance with hereby, including the terms and conditions hereof and thereof Debt Financing, will notnot (i) violate any applicable Law to which Parent or the Merger Subs are subject, (ii) conflict with, or _ result in any a violation of or breach of, constitute a default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of acceleration, termination or cancellation of, create in any liensparty the right to accelerate, claimsterminate, encumbrancesmodify or cancel, security interestsrequire any notice, optionsconsent or payment under any Contract to which Parent, charges either Merger Sub or restrictions of any kind (“Liens”) upon any of the Acquired Assets undertheir Subsidiaries is a party or by which any of their respective properties, any provision of rights or assets is bound, or (iiii) conflict with or violate the certificate of incorporation or by-laws (bylaws or the comparable governing instruments) documents, each as amended, of Seller Parent or any Selling AffiliateMerger Sub, (ii) any Contractother than, or (iii) any judgment, order or decree, or, subject with respect to the matters referred to in clauses (i) and an (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above), any such items thatviolations, individually conflicts, breaches, defaults, accelerations, terminations, cancellations or in the aggregate, rights that would not reasonably be reasonably likely expected to have a Material Adverse Effectmaterially impair or delay Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is Filings are required to be obtained or made by Parent or with respect to Seller or any Selling Affiliate either Merger Sub in connection with the execution, execution and delivery and performance of this Agreement, the Other Transaction Documents Agreement by Parent or either Merger Sub or the consummation by Parent or either Merger Sub of the Transactions, except (i) compliance with and filings under the HSR Act, (ii) Governmental Filings set forth on Section 5.03(b) of the Company Disclosure Schedule, (iii) the filing of the Initial Certificate of Merger in connection with the Initial Merger in accordance with the DGCL, (iv) the filing of the Follow-On Certificate of Merger in connection with the Follow-On Merger in accordance with the DGCL and DLLCA, (iv) Governmental Filings in connection with the Shareholders’ Agreement, and (v) such other Governmental Filings, the failure of which to be obtained or made would not reasonably be expected to materially impair or delay Parent’s or the Merger Subs’ ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in hereby, including the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectDebt Financing.

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery of this Agreement by Seller do not, and the execution and delivery performance of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and Agreements nor the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof Transactions will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of Lien (other than any kind (“Permitted Liens”) upon any of the Acquired Transferred Equity Interests or Business Assets under, any provision of under (i) the certificate Organizational Documents of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling AffiliateTransferred Company, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to assuming that the matters Consents referred to in clauses (iSection 2.03(b) and Section 3.04(b) are obtained prior to the Closing Date and the registrations, declarations and filings referred to in Section 2.03(b) and Section 3.04(b) are made prior to the Closing Date, (iiA) any Material Contract to which the Transferred Company is a party or by which any of paragraph its Business Assets is bound or (bB) below, Applicable any Judgment or Law applicable to Seller the Transferred Company or any Selling Affiliate or the Acquired of its respective Business Assets, other than, in the case of clauses clause (ii) and (iii) above, any such items that, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect or a material adverse effect on the ability of the Transferred Company or the Selling Entities to consummate the Transactions. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate Business Group Member in connection with the execution, delivery and performance of this Agreement, Agreement or any of the Other other Transaction Documents Agreements or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) filings required under, and compliance with other applicable requirements of, Antitrust Laws, (ii) filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (iii) compliance with the rules and regulations of the NYSE, (iv) compliance with any applicable state securities or “Blue Sky” laws, (v) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s its Affiliates’ (as opposed to any other third partyPerson’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents Transactions and (iivi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or those the failure of which to make obtain or obtain whichmake, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent, the Buyer, the Interim Merger Sub and the Post-Closing Merger Sub of this Agreement by Seller do does not, and the execution and delivery at the Closing of the Other Transaction Documents by Seller Ancillary Agreements to which it will be a party will not, and the Selling Affiliates specified to be parties thereto performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with the provisions of any of its Organizational Documents, or (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), imposing of additional obligations or resulting in a loss of any rights or require a consent or the delivery of notice, under any Contract, Law or Permit applicable to it, or to which it is a party or a beneficiary, or by which it or its assets are subject, except in the case of clause (ii) where such violation, conflict, breach, default, event or other item would not reasonably be expected to materially impair or delay its ability to perform its obligations under this Agreement and the Ancillary Agreements. (b) Except for the filing and expiration or early termination of the waiting period under the HSR Act, no Permit or Order of, with or to any Person is required by Parent, the Buyer, the Interim Merger Sub or the Post-Closing Merger Sub in connection with the execution and delivery of this Agreement and the Ancillary Agreements, the performance of the obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will notthereby, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling Affiliate, (ii) any Contract, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or except where the failure to make obtain such Permit or obtain which, individually or in the aggregate, Order would not reasonably be reasonably likely expected to have a Material Adverse Effectmaterially impair or delay the ability of Parent, the Buyer, the Interim Merger Sub or the Post-Closing Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Purchaser of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will notAgreement, and the consummation of the transactions contemplated hereby hereby, do not and thereby and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in not (i) breach any violation provision of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision Governing Documents of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller Purchaser or any Selling Affiliateresolution adopted by Purchaser, (ii) breach any Contractprovision of any Applicable Law or Order applicable to Purchaser, or (iii) except as set forth in Schedule 6.2, require the Consent, notice or other action by any judgmentPerson under, order conflict with, result in a violation or decreebreach of, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller constitute a default under or any Selling Affiliate or the Acquired Assets, other than, result in the case acceleration of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely Contract to have which Purchaser is a Material Adverse Effectparty. (b) No material consentConsent, waiver, approval, licenseOrder, permit, order Permit or authorization of, or registration, declaration or filing with, or notification to, any Governmental Entity Person is required to on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, other than (i) such filings and notices as may be obtained required by (A) any Applicable Laws, including any applicable federal or made by state securities or “blue sky” laws, including the filing with the Securities and Exchange Commission (the “SEC”) of a Form D, as required under Regulation D under the Securities Act, one or more Current Reports on Form 8-K with respect to Seller the transactions contemplated by this Agreement, and such other reports or any Selling Affiliate filings as may be required under the Exchange Act and the Securities Act and the rules and regulations thereunder in connection with the execution, delivery and performance of Purchaser’s obligations under this Agreement, and (B) the Other Transaction Documents NASDAQ Global Stock Market (or the consummation of the transactions contemplated hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents rules and regulations thereof), and (ii) such consentsauthorizations, approvals, licensesOrders, permitsPermits or consents which if not obtained, orders, authorizationsor notices, registrations, declarations and or filings the absence of whichwhich if not made, or the failure to make or obtain whichwould not reasonably be expected, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effectmaterially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by Seller Agreement, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation Parent or by-laws (or the comparable governing instruments) of Seller or any Selling AffiliateMerger Sub, (ii) any Contract, Contract to which Parent or Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.4(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate Merger Sub or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, do not and would not reasonably be reasonably likely expected to have a Material Adverse Effect(i) impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or (ii) prevent or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Merger Sub in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Merger, other than (i) those that may be required solely by reason of Purchaser’s compliance with and filings under the HSR Act, or any Affiliate other Antitrust Law of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and foreign jurisdiction, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, and (iii) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations declarations, filings and filings the absence of which, or the failure to make or obtain whichnotices that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Purchaser of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Merger and thereby the Transactions and compliance with the terms and conditions hereof and thereof of this Agreement will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contract, Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, subject in the case of clauses (ii) and (iii) above, any for such items thatmatters as, individually or in the aggregate, would could not reasonably be reasonably likely expected to have a material adverse effect on (A) the ability of Parent or Purchaser to perform its obligations under this Agreement or (B) the ability of Parent or Purchaser to consummate the Merger and the Transactions (any of the foregoing, a “Parent Material Adverse Effect”). (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or notice to, or Permit from any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that the filing with the SEC of (A) the Proxy Statement and (B) such reports under the Exchange Act as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in connection with this Agreement, the -transactions contemplated hereby or by Merger and the Other Transaction Documents and Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such consentsfilings as may be required in connection with the Taxes described in Section 6.11, approvals(iv) filings under state securities Laws, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which(v) such other items as, individually or in the aggregate, would could not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer and Guarantor of this Agreement by Seller do not, and the execution and delivery of the Other other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will notwhich they are a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer of Guarantor; (ii) assuming compliance with the terms and conditions hereof and thereof will notmatters referred to in Section 4.02(b) conflict with or result in a violation or breach of any provision of any applicable Laws or Governmental Order applicable to Buyer or Guarantor; or (iii) require the consent, notice or other action by any Person under, conflict with, or _ result in any a violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time, time or both) , would constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation acceleration of or create in any liensparty the right to accelerate, claimsterminate, encumbrances, security interests, options, charges modify or restrictions of cancel any kind (“Liens”) upon Contract to which Buyer or Guarantor is a party or by which Buyer or Guarantor are bound or to which any of the Acquired Assets under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller their properties and assets are subject or any Selling AffiliatePermit affecting the properties, (ii) any Contractassets or business of Buyer or Guarantor, or (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other thanexcept, in the case of clauses (ii) and clause (iii) above, for any such items matter that, individually or in the aggregate, has not and would not reasonably be reasonably likely expected to have a Material Adverse Effectresult in material Liability to Buyer or Guarantor or materially impair the operations of Buyer or Guarantor or prevent or materially delay Buyer or Guarantor from consummating the transactions contemplated by this Agreement. (b) No material Except for (i) compliance with, and filings under the Exchange Act and the rules and regulations of all applicable securities exchanges, (ii) filings, reports, approvals and/or notices under the HSR Act and (iii) the Gaming Approvals, no consent, approval, license, permit, order Permit or authorization of, or registrationGovernmental Order from, declaration or filing with, or notice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Seller Buyer or any Selling Affiliate Guarantor in connection with the execution, execution and delivery and performance of this Agreement, Agreement and the Other other Transaction Documents or and the consummation of the transactions contemplated hereby and thereby. No vote of the holders of ownership interests of Buyer or thereby other than (i) those that may be required solely by reason Guarantor are necessary pursuant to applicable Law, rules and regulations of Purchaser’s all applicable securities exchanges, the charter documents of either Buyer or any Affiliate of Purchaser’s (as opposed Guarantor or otherwise to any other third party’s) participation in approve this Agreement and the -transactions transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effecthereby.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof will Transactions shall not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of the Company or any of its Subsidiaries under, any provision of (ii)(A) the certificate of incorporation Company Charter Documents or by-laws (or B) the comparable governing instruments) charter or organizational documents of Seller or any Selling AffiliateSubsidiary of the Company, (ii) any Contract, Company Material Contract (as defined herein) or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.5(b), Applicable any material Law applicable to Seller the Company or any Selling Affiliate of its Subsidiaries or the Acquired Assets, their respective properties or assets other than, in the case of clauses (i)(B), (ii) and or (iii) above, any such items that, individually or in the aggregate, that have not had and would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect on the Company. (b) No material The execution and delivery of this Agreement by the Company does not and the consummation of the Transactions do not, and the performance of this Agreement and the Transactions by the Company shall not, require any consent, approval, license, permit, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the executionthird party, delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than except (i) those that for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws (“Blue Sky Laws”), the HSR Act, the requirements of any Governmental Entity under applicable competition, antitrust or non-United States investment Laws, the required approvals of this Agreement by the Company’s stockholders pursuant to the DGCL, the filing of the appropriate merger documents as required by the DGCL or the DLLCA, and such other filings, notices, permits, authorizations, consents or approvals as may be required solely by reason of Purchaser’s the status of Parent, Merger Sub or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents their Affiliates, and (ii) where the failure to obtain such consents, approvals, licenses, authorizations or permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make such filings or obtain which, individually or in the aggregatenotifications, would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect on the Company.

No Conflicts; Consents. (a) The execution and delivery by Seller of each of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will Ancillary Agreements does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and compliance by Seller with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Seller under, any provision of (i) the certificate its articles of incorporation or by-laws (or the comparable governing instruments) code of Seller or any Selling Affiliateregulations, (ii) any Contract, Contract to which Seller is a party or by which any of Seller’s properties or assets is bound other than those related to the Business or (iii) any judgment, order Judgment or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate Seller’s properties or assets other than those related to the Acquired Assets, Business; other than, in the case of clauses (ii) and (iii) above), any such items thatthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not be reasonably likely to have a Seller Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or thereby hereby, other than (iA) the filing with the SEC of the Proxy Statement relating to the Shareholders Meeting, and (B) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions Acquisition and the other transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effecthereby.

No Conflicts; Consents. (a) The execution and ---------------------- delivery by each of Parent and Sub of this Agreement by Seller Agreement, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Merger and thereby and compliance with the terms and conditions hereof and thereof other Transactions will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its Subsidiaries under, any provision of (i1) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its Subsidiaries, (ii2) any Contract, Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii3) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 5.04(b), Applicable any Judgment or Law applicable --------------- to Seller Parent or any Selling Affiliate of its Subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii2) and (iii3) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its Subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby Merger or thereby the other Transactions, other than (1) compliance with and filings under the HSR Act and compliance with and filings under the applicable foreign merger control or competition Laws or regulations, (2) the filing with the SEC of such reports under Section 13 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (4) such filings as may be required in connection with the Taxes described in Section 7.08 and (5) such ------------ other items (i) those that may be required under the applicable Law of any foreign country, (ii) required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s the Company (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Transactions, (iiiii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain whichthat, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Parent Material Adverse EffectEffect or (iv) as are set forth in the Parent Disclosure Letter.

No Conflicts; Consents. (a) The execution and Assuming the delivery of this Agreement or receipt, as applicable, by Seller do notof the Consents set forth in Section 3.03(a) of the Seller Disclosure Schedule, and the execution and delivery by Seller of this Agreement and each of the Other Transaction Documents by Seller and the Selling Affiliates to which it is specified to be parties thereto will not, a party and the consummation by Seller of the transactions contemplated hereby and thereby and compliance with the terms performance by Seller of its other obligations hereunder and conditions hereof and thereof thereunder do not or will not, as applicable, conflict with, or _ result in any (i) violation of or default by Seller, (with or without notice or lapse of time, or bothii) , under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or of Seller, (iii) loss of a material any benefit under, of Seller or result in the (iv) creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of Lien (other than any kind (“Liens”Permitted Lien) upon any property or asset of the Acquired Assets under, Seller under any provision of (iA) the certificate organizational documents of incorporation or by-laws Seller, (or the comparable governing instrumentsB) any material contract of Seller or any Selling Affiliate, (iiC) any Contract, or (iii) any judgment, order or decree, Injunction or, subject to the matters referred to Authorizations and Filings described in clauses (i) and (ii) of paragraph (b) belowSection 3.03(b), Applicable Law applicable to Seller or any Selling Affiliate or the Acquired AssetsLaw, other than, in the case of each of clauses (iiB) and (iii) aboveC), any such items thatviolation, individually default, termination, cancellation, acceleration, loss of benefit or in the aggregate, creation of a Lien that would not reasonably be reasonably likely expected to have a Material Adverse Effectmaterially adversely impact the ability of Seller to consummate the Transactions . (b) No material consent, approval, license, permit, order Authorization or authorization of, or registration, declaration or filing with, any Governmental Entity Filing is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, execution and delivery and performance of this Agreement, Agreement or the Other Transaction Documents or Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Seller with the terms and conditions hereof and thereof, other than (i) those that as may be required by the HSR Act, (ii) as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) its Affiliates’ participation in the -transactions transactions contemplated hereby or by any of the Transaction Documents, (iii) as may be required by the Other Transaction Documents rules or regulations of any applicable securities exchange or listing authority and (iiiv) such consentsAuthorizations or Filings, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure of which to make or obtain which, individually or in the aggregate, be made would not reasonably be reasonably likely expected to have a Material Adverse Effectmaterially adversely impact the ability of Seller to consummate the Transactions .

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Seller do notthe Company of, and the execution and delivery performance of the Other Transaction Documents by Seller its obligations under, this Agreement and the Selling Affiliates specified to be parties thereto will Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“Liens”other than a Permitted Lien) upon any of the Acquired Assets properties or assets of the Company under, any provision of (i) the certificate of incorporation or by-laws (Company Charter or the comparable governing instruments) of Seller or any Selling AffiliateCompany Bylaws, (ii) any Contract, Contract to which the Company is a party or by which any of its properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 3.05(b), Applicable any Judgment or Law applicable to Seller the Company or any Selling Affiliate its properties or the Acquired Assetsassets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or Governmental Authorization from, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate the Company in connection with the execution, delivery and performance of this Agreement, Agreement and the Other Transaction Ancillary Documents or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under applicable requirements of the HSR Act, (ii) compliance with and such filings as may be required under applicable state property transfer laws or Environmental Laws, (iii) such filings as may be required in connection with the Transfer Taxes described in Section 6.06, (iv) approval by the Alabama Public Service Commission under the Alabama Public Utilities Law and any applicable rules and regulations thereunder (the approval in this clause (iv), the “Company Required Regulatory Approval”) and (v) such other items (A) required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s Purchaser (as opposed to any other third party’s) participation in the -transactions contemplated hereby Transactions, including any requirements which become applicable to the Company as a result of the specific regulatory status of Purchaser (or by the Other Transaction Documents and any of its affiliates) or as a result of any other facts that specifically relate to any business or activities in which Purchaser (iior any of its affiliates) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, is or the failure proposes to make be engaged or obtain which(B) that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Parent of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Selling AffiliateParent Charter, (ii) any Contract, Contract to which Parent is a party or by which any of its properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any material Judgment or material Law applicable to Seller Parent or any Selling Affiliate its properties or the Acquired Assetsassets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, or notification to, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate Parent in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that may be required solely by reason of Purchaser’s or (A) compliance with and filings under the HSR Act and (B) compliance with any Affiliate of Purchaser’s (as opposed to mandatory pre-merger notification and approval requirements under any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and Foreign Antitrust Laws, (ii) such consentsthe filing with the SEC of the Form F-4, approvalsthe Form F-6 (by the Depositary) and a registration statement on Form 8-A relating to the registration of the Parent Ordinary Shares and Parent ADSs under the Exchange Act, licenses(iii) the filing with the FSE of the Listing Prospectus, permits(iv) the filing of the Charter Amendment and its registration with the Commercial Register to authorize the Share Capital Increase as required by applicable German Law, orders(v) the filing of the implementation of the Share Capital Increase and its registration with the Commercial Register, authorizations, registrations, declarations and filings (vi) applicable requirements or approvals under the absence Laws of which, Germany or the failure to make policies, rules or obtain whichregulations of the FSE and/or the German Federal Financial Supervisory Agency (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin"), and (vii) such other items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will does not, and the consummation of the transactions contemplated hereby and thereby Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate charter or organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Parent or any Selling Affiliateof its subsidiaries, (ii) any Contract, Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.04(b), Applicable any Judgment or Law applicable to Seller Parent or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act or any foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports or filings under the Exchange Act, and the rules of NASDAQ, as may be required solely by reason in connection with this Agreement and the Transactions, (iii) the filing of Purchaser’s or any Affiliate the Certificate of Purchaser’s (as opposed to any other third party’s) participation in Merger with the -transactions contemplated hereby or by Secretary of State of the Other Transaction Documents State of Delaware and (iiiv) such consentsas the parties may agree in accordance with Section 6.03, approvals, licenses, permits, orders, authorizations, registrations, declarations notification and filings approval of CFIUS under the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectExon-Xxxxxx Amendment.

No Conflicts; Consents. (a) The execution and delivery by each of this Parent and Sub of each Transaction Agreement by Seller to which it is a party, do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified to be parties thereto will not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of Parent or any Parent Subsidiary under, any provision of (i) the certificate of incorporation or byParent Charter, Parent By-laws (or the comparable governing instruments) charter or organizational documents of Seller or any Selling AffiliateParent Subsidiary, (ii) any Contract, Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in clauses (i) and (ii) of paragraph (b) belowSection 4.3(b), any Judgment or Applicable Law applicable to Seller Parent or any Selling Affiliate Parent Subsidiary or the Acquired Assets, other thantheir respective properties or assets except, in the case of clauses (ii) and (iii) above, for any such items that, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller Parent or any Selling Affiliate Parent Subsidiary in connection with the execution, delivery and performance of this Agreement, the Other any Transaction Documents Agreement to which Parent or Sub is a party or the consummation of the transactions contemplated hereby or thereby Transactions, other than (i) those that compliance with and filings under the HSR Act, (ii) the filing with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreement, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Louisiana, (iv) such filings as may be required in connection with transfers of property under applicable Environmental Laws, and (v) such other items required solely by reason of Purchaser’s or any Affiliate the participation of Purchaser’s the Company (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement by Seller do not, and the execution and delivery by Purchaser and each Purchaser Designee of the Other Transaction Documents by Seller and the Selling Affiliates each Ancillary Agreement to which it is, or is specified to be parties thereto be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and compliance by Purchaser and each Purchaser Designee with the terms and conditions hereof and thereof will not, not conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) upon any of the Acquired Assets under, any provision of (i) the certificate organizational documents of incorporation or by-laws (or the comparable governing instruments) of Seller Purchaser or any Selling AffiliatePurchaser Designee, (ii) any Contract, Contract to which Purchaser or any Purchaser Designee is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order Judgment or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller Purchaser, any Purchaser Designee or any Selling Affiliate of their respective properties or the Acquired Assetsassets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not be had and are not reasonably likely to have result in a material adverse effect on the ability of Purchaser to consummate the Acquisition (a "Purchaser Material Adverse Effect. (b) "). No material consent, approval, license, permit, order or authorization of, Consent of or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Seller Purchaser or any Selling Affiliate Purchaser Designee in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or thereby and thereby, other than (iA) compliance with and filings under the HSR Act, the GARC and other applicable competition Laws and (B) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure of which to make be obtained or obtain whichmade, individually or in the aggregate, would have not be had and are not reasonably likely to have result in a Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery Except as set forth on Schedule 4.5 of this Agreement by Seller do notthe PECO Disclosure Letter, and the execution and delivery by each of the Other Transaction Documents by Seller PECO Parties of this Agreement and the Selling Affiliates specified each Ancillary Agreement to be parties thereto which such PECO Party is, or will be, a party will not, and the consummation of the transactions contemplated hereby and thereby Transactions to which such PECO Party is a party and compliance by such PECO Party with the terms and conditions hereof and thereof will notnot contravene, conflict with, with or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under or to increased, additional or accelerated material rights or entitlements of any Person under, or require any Consent of any Person under, or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind Lien (“other than Permitted Liens”) upon any of the Acquired Assets properties or assets of any PECO Entity under, any provision of of: (ia) the certificate of incorporation or by-laws (or the comparable governing instrumentsdocuments) of Seller any PECO Entity; (b) any Contract or PECO Benefit Plan to which any PECO Entity is a party or by which any of their respective properties or assets are bound; or (c) any PECO Permit, Judgment or Law applicable to any PECO Entity or any Selling Affiliate, (ii) any Contract, of their respective properties or (iii) any judgment, order or decree, or, subject to assets; except in each of the matters referred to in foregoing clauses (ib) and (iic) of paragraph (b) below, Applicable Law applicable as would not reasonably be expected to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii) above, any such items thathave, individually or in the aggregate, would not be reasonably likely to have a PECO Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing Filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Selling Affiliate PECO Entity in connection with the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby Transactions or thereby the ownership by PECO or PECO OP of any Acquired Company following the Closing, other than (iA) those that (1) the Form S-4 relating to the issuance of the Stock Merger Consideration, and (2) such reports under the Exchange Act, if any, as may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s in connection with this Agreement, the Merger and the other Transactions, (as opposed to any other third party’sB) participation in the -transactions contemplated hereby or filing with and the acceptance for record by the Other Transaction Documents SDAT of the Articles of Merger, (C) such Filings and Consents as may be required in connection with the Taxes described in Section 6.7(b), and (iiD) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, if not obtained or the failure made, would not reasonably be expected to make or obtain whichhave, individually or in the aggregate, would not be reasonably likely to have a PECO Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by CBS of this Agreement by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and the Selling Affiliates specified each Ancillary Agreement to be parties thereto will not, which it is a party and the consummation of the CBS Contribution and the other transactions contemplated hereby and thereby and compliance by CBS with the terms and conditions hereof and thereof will not, do not conflict with, or _ result in any violation of or default (with or without notice or lapse of time, or both) , under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, under or result in the creation of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (“Liens”) Lien upon any of the Acquired Assets properties or assets of CBS or any of its subsidiaries under, any provision of (i) the certificate of incorporation or by-laws (or the comparable governing instruments) of Seller CBS or any Selling Affiliateof its subsidiaries, (ii) any Contract, Contract to which CBS or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order Judgment or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller CBS or any Selling Affiliate of its subsidiaries or the Acquired Assetstheir respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be reasonably likely expected to have a CBS Material Adverse Effect. (b) . No material consent, approval, license, permit, order or authorization Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller CBS or any Selling Affiliate of its subsidiaries in connection with (A) the execution, delivery and performance of this Agreement, the Other Transaction Documents Agreement or any Ancillary Agreement or the consummation of the CBS Contribution or the other transactions contemplated hereby and thereby or thereby other than (iB) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the -transactions contemplated hereby or conduct by the Other Transaction Documents and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings Company of the absence of which, or Business following the failure to make or obtain which, individually or in Closing as conducted on the aggregate, would not be reasonably likely to have a Material Adverse Effectdate hereof.