Common use of No Conflicts; Consents Clause in Contracts

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

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Charter of incorporation or bylaws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryBusiness, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03(a) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a material violation or material breach of, constitute a material default under or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as for the RCA Approval and the other Governmental Authority approvals set forth in Schedule 4.03Section 4.03(a) of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby. (b) No filing is required under the HSR Act because Seller is a U.S. governmental authority referred to in 15 U.S.C. § 18a(c)(4).

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Sellers of this Asset Purchase Agreement and the Ancillary Agreements to which it is a partyby Seller do not, and the execution and delivery of each Ancillary Agreement by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, do not: thereby (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event thateach case, with or without the giving of notice or lapse of time time, or both), would will not, directly or indirectly, (i) violate the provisions of any of Seller’s Charter Documents, (ii) violate or constitute a default, an event of default underor an event creating rights of acceleration, result in termination or cancellation, imposition of additional material obligations or loss of material rights under any Assigned Contract by which the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Facility or the Purchased Subsidiary is a party Assets are bound, (iii) violate or by which such conflict in any material respect with any Law, Authorization or Order applicable to Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (div) result in the creation or imposition of any material Encumbrance Liens (other than Permitted Encumbrances on Liens) upon the Transferred Facility or any of the Purchased Assets. Except as set Section 4.3(a) of the Seller Disclosure Schedule sets forth all consents, waivers and other approvals that are required in Schedule 4.03connection with the transactions contemplated by this Asset Purchase Agreement for the effective assignment to and assumption by Buyer of any Assigned Contract to which Seller is a party (collectively, no “Consents”). (b) No material consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity or other Person, is required by or with respect to any Seller in connection with the execution and delivery of this Asset Purchase Agreement or any of and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Sellers the Seller of this Agreement and the Ancillary Agreements to which it is a partyparty does not, the performance by the Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, do not: thereby (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, each case with or without the giving of notice or lapse of time or both) will not, would directly or indirectly, (i) violate any Law, Order or other restriction of any Governmental Entity to which the Seller may be subject or (ii) violate, breach, conflict with or constitute a default underor an event creating any additional rights (including rights of amendment, impairment, modification, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a loss of any rights, result in the acceleration creation of any Lien or create in require a consent or the delivery of notice, under any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a the Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business Seller is bound or to which any of the Transferred Assets shares of Common Stock are subject subject. There is no Action pending or, to the Knowledge of the Seller, threatened against or affecting its shares of Common Stock. (including any Transferred Contract); or (db) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03on Section 3.3(b) of the Seller’s Disclosure Schedule, no material consent, approval, Permit, Governmental Order, declaration or filing with, or the Seller is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority is required by or with respect Entity in order for the parties to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of consummate the transactions contemplated hereby and therebyby the Ancillary Agreements.

No Conflicts; Consents. The execution, Neither the execution and delivery and performance by Sellers of this the CTF Agreement and or the CTF Ancillary Agreements to which it is a party, and nor the consummation or performance of any of the transactions contemplated hereby and therebythereby will, do not: directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation or breach of (A) any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents Organizational Documents of the Purchased Subsidiary; CTF Selling Entities, or any Target, or (B) any resolution or action adopted by the board of directors or other governing body, any committee of the board of directors or other governing body, general partners, limited partners, managers or managing members, members, trustees, stockholders or equity holders of the CTF Selling Entities or Target; (b) contravene, conflict with, or result in a violation of, or give any Governmental Authority or other Person the right to challenge any transaction contemplated by the CTF Agreement or the CTF Ancillary Agreements; (c) except as set forth on Schedule 5.5 of the CTF Agreement, give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under, any applicable Law or any Order to which the CTF Selling Entities or any Target, or any material assets owned or used by any Interest Holder, may be subject; (d) except as set forth on Schedule 5.5 of the CTF Agreement, contravene, conflict with, or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held in the name of any Target other than Permits in relation to the operations of any Hotel; (e) except as set forth on Schedules 2.1(a)-(c) or Schedule 5.5 of the CTF Agreement, contravene, conflict with, or result in a material violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract or Lease; (f) result in the imposition or creation of any Law Encumbrance upon or Governmental Order applicable with respect to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsProperty; or (cg) except as set forth in on Schedules 2.1(a)-(c) or Schedule 4.035.5 of the CTF Agreement, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in Interest Holder to give any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, or obtain any Governmental Authority is required by or with respect to Consent from, any Seller Person in connection with the execution and delivery of this the CTF Agreement or any of the Ancillary Agreements and the consummation or performance of any of the transactions contemplated hereby by the CTF Agreement or the CTF Ancillary Agreements, except with respect to any Permits in relation to the operations of any Hotel, and therebyany antitrust Consents from Governmental Authorities. (h) except as set forth on Schedule 2.1(e) of the CTF Agreement with respect to the Minority Owned Entities, constitute a breach of the Organizational Documents of such Minority Owned Entities or other Contracts related thereto to which the CTF Selling Entities or any Subsidiary of CTF is a party.

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

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

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

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

No Conflicts; Consents. The execution, execution and delivery and performance by Sellers of this Agreement Agreement, the Seller Documents and the Ancillary Agreements to which it is a party, and the consummation of the all transactions contemplated hereby and therebyherein contemplated, do not: , unless otherwise cured or authorized by operation of the Bankruptcy Code or authorized by the Sale Order entered by the Bankruptcy Court: (a) except as set forth on Section 4.4 of the Disclosure Schedules (the “Required Consents”), conflict with, violate, result in a breach or right of termination or acceleration, constitute a default or require any consent or authorization under any other terms, conditions or provisions of any mortgage, indenture, agreement, loan, guarantee, note, bond, permit, license, lease, grant, patent or other undertaking or authorization, written or oral, to or by which any Seller is a party or is bound; (b) conflict with, violate, result in a breach of, or require any consent under any of the terms, conditions or provisions of (A) Sellers’ certificates of incorporation, bylaws or equivalent governing documents, (B) any Contracts (other than the Assigned Contracts) by which any of the Purchased Assets of Sellers are bound; (c) give rise to (A) a right of termination, cancellation or acceleration of any obligation, (B) loss of a material benefit under, or (C) any obligation of Sellers to make any payment under, in each case under any Assigned Contract; (d) result in a violation or breach by Sellers of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerLaw, the Purchased Subsidiaryjudgment, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject order (including any Transferred Contractexecutive order), award, writ, injunction or decree applicable to, or binding upon, Sellers; or or (de) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or upon any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyPurchased Assets.

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

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements Documents to which it any Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Organizational Documents of incorporation Mission US or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryMM Inc; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Mission US, MM Inc, or any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03on Section 4.02 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Mission US, MM Inc, or any Seller or the Purchased Subsidiary is a party or by which such SellerMission US, the Purchased Subsidiary MM Inc, or the Business any Seller is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of Mission US, MM Inc or any Seller; or (d) result in the creation or imposition of any material Encumbrance other than US Permitted Encumbrances on any properties or assets of Mission US, MM Inc, or any Seller. Other than visa related notifications for the Transferred Assets. Except as set forth in Schedule 4.03Visa employees, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Mission US, MM Inc, or any Seller in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any such Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.034.3, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, materially modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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

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

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller or an Acquired Company; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller or the Transferred Assetsan Acquired Company; (c) except as set forth in Schedule 4.03Section 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary an Acquired Company is a party or by which such Seller, the Purchased Subsidiary Seller or the Business an Acquired Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of an Acquired Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsany properties or assets of an Acquired Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or an Acquired Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

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

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

No Conflicts; Consents. The Except as set forth on Schedule 3.3 and subject to obtaining the Required Third Party Consents, the execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements to which it is a partydo not, and the consummation of the transactions contemplated hereby and therebythereby will not, do not: (ab) violate, conflict with, or result in a violation or any breach of any provision of the certificate Governing Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03to the Knowledge of Seller, require the consent, notice or other action by any Person underviolate, conflict with, with or result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in any of the acceleration material terms, conditions or provisions of any material Contract, or create in any party the right to accelerate, terminate, modify other instrument or cancel any Material Contract that constitutes a Transferred Contract or a material Permit agreement to which a Seller or the Purchased Subsidiary is a party or by which such Seller or any material portion of its assets (including the Acquired Assets) is bound, or d) to the Knowledge of Seller, the Purchased Subsidiary violate in any material respect any applicable Law binding upon Seller or the Business is bound or to which any material portion of the Transferred Assets are subject its assets (including any Transferred Contractthe Acquired Assets); or (d) result , except in the creation or imposition case of subsections (a), (b) and (c) such matters as would not be reasonably expected to have a Material Adverse Effect. To the Knowledge of Seller, no Consent of any material Encumbrance Governmental Entity or any other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Person is required to be obtained by or with respect to any Seller in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements and to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (1) requirements under the HSR Act, (2) the Consents set forth in Schedule ‎3.3 (the “Required Third Party Consents”), (iii) Consents which the failure to obtain would not reasonably be expected to have a Material Adverse Effect, and thereby(iv) Post-Closing Consents.

No Conflicts; Consents. The execution, delivery and performance by Sellers each of the Vendors of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation violation, breach of, or breach of default under, any provision provisions of the certificate Articles, Notice of incorporation Articles or bylaws of Sellers or the organizational other constating documents of the Purchased SubsidiaryCompany; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, each of the Purchased Subsidiary, the Business Vendors or the Transferred AssetsCompany; (c) except as set forth in Schedule 4.03Section 3.5 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller each of the Vendors or the Purchased Subsidiary is Company are a party Party or by which such Seller, each of the Purchased Subsidiary Vendors or the Business is Company are bound or to which any of the Transferred Assets are subject (including any Transferred Material Contract)) or any Permit affecting the Assets or Business of the Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any Assets of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller each of the Vendors or the Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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

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

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

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

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers of ---------------------- this Agreement and or the Ancillary Agreements other agreements, documents or instruments to which it is a partybe delivered pursuant to this Agreement by Seller, and or the consummation of the transactions contemplated hereby and or thereby, do not: will not (ai) result in a violation or breach of any provision of the conflict with Seller's certificate of incorporation or bylaws of Sellers by- laws, each as currently in effect, (ii) conflict with, or the organizational documents of the Purchased Subsidiary; (b) result in a material violation breach or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach termination of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in any material lease, agreement, commitment or other instrument, or any material order, judgment or decree, including, without limitation, the acceleration Order Confirming Debtor's Plan of or create in any party the right Reorganization dated September 12, 1996, with respect to accelerateIn re The Xxxx Company ---------------------- (Case No. 96-1050), terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or and by which such the Purchased Assets or the Business may be bound, (iii) constitute a violation of any law, regulation, rule or ordinance applicable to Seller, the Purchased Subsidiary Assets or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); Business, or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Lien upon the Transferred AssetsPurchased Assets or the Business. Except as set forth in on Schedule 4.034.3, no material consent, approvalapproval or authorization of, Permit, Governmental Orderor designation, declaration or filing with, or notice toany governmental authority, any Governmental Authority lender or lessor or any other person or entity is required by or with respect to any Seller in connection with the execution execution, delivery and delivery performance by Seller of this Agreement or any the other agreements, documents or instruments to be delivered pursuant to this Agreement. The representation and warranty contained in the immediately preceding sentence of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebythis Section 4.3 does not include or relate or pertain to environmental matters, which matters shall be governed by Section 4.16.

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

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Seller or the Company of this Agreement and the Ancillary Agreements to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation or breach of any provision of the certificate articles of incorporation organization of Seller or bylaws of Sellers Seller’s Operating Agreement or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Membership Interests. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller, the Purchased SubsidiaryCompany or GRA in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 3.05(a) of the Business Disclosure Schedules. (b) The execution, delivery and performance by Seller or the Transferred AssetsCompany of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of the Company or the Company Operating Agreement; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company, including, any Video Gaming Laws, or IGB regulation, rule or policy; (c) except as set forth in Schedule 4.03Section 3.05(b) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, (either with or without notice or lapse of time time) under or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); Company Closing Use Agreement or (d) result in the creation or imposition of any Encumbrance upon any of the material Encumbrance other than Permitted Encumbrances on assets or businesses of the Transferred AssetsCompany. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller the Company in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, except as set forth in Section 3.05(b) of the Disclosure Schedules. (c) The execution, delivery and therebyperformance by Seller or the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of GRA or the GRA Operating Agreement; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to GRA, including and Video Gaming Laws or IGB regulation, rule or policy; or (c) except as set forth in Section 3.05(c) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (either with or without notice or lapse of time) under or result in the acceleration of any Material Contract or Amusement Agreement, or (d) result in the creation or imposition of any Encumbrance upon any of the material assets or businesses of GRA. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to GRA in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 3.05(c) of the Disclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by Sellers the PM Parties and PM LLC of this Agreement and the Ancillary Agreements other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby Transactions and therebythe other Transaction Documents, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiaryany PM Company; (b) conflict with or result in a material violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to the PM Parties or any Seller, of the Purchased Subsidiary, the Business or the Transferred AssetsPM Companies; (c) except as set forth in Schedule 4.033.05, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any part of the Transferred Assets are subject (including Project Management Business or any Transferred Contract)Permit affecting the properties, assets or business of the Project Management Business; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets used in the Transferred AssetsProject Management Business, except where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not be material, individually or in the aggregate, to the Project Management Business. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the PM Parties or any Seller of the PM Companies, in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby Transactions, except for such filings as may be required under the HSR Act, and therebysuch consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not be material to the Project Management Business.

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

No Conflicts; Consents. The execution(a) Except as set forth on Schedule 5.02(a), the execution and delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which it is a partyby Seller do not, and the consummation of the transactions contemplated hereby and therebythereby and compliance with the terms hereof and thereof will not, do not: (ai) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a any violation of or breach of, constitute a default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, result in the or give rise to a right of termination, cancellation or acceleration of any obligation, or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any Lien upon any of the Acquired Assets under, any provision of Seller's certificate of incorporation or by-laws (or the comparable governing instruments), or (ii) materially conflict with, or result in any material Encumbrance other than Permitted Encumbrances on 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 result in the Transferred Assets. creation of any Lien upon any of the Acquired Assets under, any provision of any Contract to which Seller is a party and by which it or any Acquired Assets are bound, or any judgment, order, decree, or Law applicable to Seller or its properties or assets. (b) Except as set forth in Schedule 4.035.02(b), no material consent, approval, license, Permit, Governmental Orderorder or authorization of, or registration, declaration or filing with, or notice to, any Governmental or Regulatory Authority is required to be obtained or made by or with respect to any Seller in connection with the execution execution, delivery and delivery performance of this Agreement or any of Agreement, the Ancillary Agreements and or the consummation of the transactions contemplated hereby and or thereby.

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

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Sellers of this Agreement by each Seller Party does not, and the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a partyparty by each Seller Party will not, and the consummation of the transactions contemplated hereby and therebythereby and compliance with the terms and conditions hereof and thereof will not, do not: (a) result in a violation directly or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person underindirectly, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or result in the acceleration creation of any Liens upon (i) any provision of the articles of formation, certificate of incorporation (or create in the comparable governing instruments) of a Seller Party, (ii) any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Party is a party or by which such Sellerany of their respective properties or assets are bound, the Purchased Subsidiary or the Business is bound or to which (iii) any of the Acquired Assets, including the Transferred Assets are subject (including any Transferred Contract); Contracts, the Acquired Licenses or the Permits, or (div) result in the creation any permit, concession, franchise, license or imposition Law applicable to a Seller Party or any of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. their respective properties or assets. (b) Except as set forth in Schedule 4.035.02(b), no material consent, approval, Permitlicense, Governmental Orderpermit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental or Regulatory Authority is required to be obtained or made by or with respect to any a Seller Party in connection with the execution execution, delivery and delivery performance of this Agreement or any of Agreement, the Ancillary Agreements and or the consummation of the transactions contemplated hereby and or thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Company and the Seller Parties of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents Governing Documents of the Purchased SubsidiarySeller Parties, the Company or DP-NXA; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerSeller Parties, the Purchased Subsidiary, the Business Company or the Transferred AssetsDP-NXA; (c) except as set forth in Schedule 4.03Section 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any Material Contract that constitutes a Transferred Contract or a material Permit to which a any Seller Party, the Company or the Purchased Subsidiary DP-NXA is a party party, or by which such Sellerany Seller Party, the Purchased Subsidiary Company or the Business DP-NXA is bound bound, or to which any of their respective properties and assets or the Transferred Assets Interests are subject (including any Transferred Material Contract), or any Permit affecting the properties, assets or business of the Company or DP-NXA; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any of the Transferred AssetsInterests or any properties or assets of the Company or DP-NXA. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party, the Company or any Suibsidiary in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

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

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

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

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers IPS of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryIPS; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsIPS; (c) except as set forth in Schedule 4.03Section 3.01(d) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary IPS is a party or by which such Seller, the Purchased Subsidiary or the Business IPS is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of IPS; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsany properties or assets of IPS. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller IPS in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements and Documents or the consummation of the transactions contemplated hereby and thereby.

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

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller or an Acquired Entity; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiaryan Acquired Entity, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary an Acquired Entity is a party or by which such Seller, the Purchased Subsidiary an Acquired Entity or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or an Acquired Entity in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and the New Jersey Bulk Sales Act (NJSA 54:50-38 (2016)).

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

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

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Sellers Seller of this Agreement do not, the execution and the delivery by Seller of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and therebythereby and compliance by Seller with the terms hereof and thereof will not conflict with, do not: (a) constitute or result in a any violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; default (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the acceleration creation of any Lien upon any of the properties or create in assets of Seller under, any party provision of (i) the right to accelerateorganizational documents of Seller, terminate, modify or cancel (ii) any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); its properties or assets is bound, or (diii) result Judgment or Applicable Law applicable to Seller or its properties or assets, other than, in the creation case of clauses (ii) and (iii) above, any such items that, individually or imposition of any material Encumbrance other than Permitted Encumbrances on in the Transferred Assets. aggregate, have not had and could not reasonably be expected to have a Seller Material Adverse Effect. (b) Except as set forth in Schedule 4.034.04, no material consentConsent of, approval, Permit, Governmental Orderor registration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to any Seller [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby.

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

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

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers BV Seller of this Agreement and the Ancillary Agreements Transaction Documents to which it BV Seller is a party, and the consummation of the transactions contemplated hereby and therebythereby and the consummation of the transactions contemplated by the MTA, do not and will not: (a) result in a violation or breach of any provision of the certificate articles of incorporation association, or bylaws other comparable Organizational Documents, as applicable, of Sellers BV Seller or the organizational documents of the Purchased SubsidiaryCarlisle BV; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business BV Seller or the Transferred AssetsCarlisle BV; or (c) except as set forth in Schedule 4.03Section 3.04 of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, give rise to any right of termination or acceleration with respect to (with or without notice or the lapse of time or boththe giving of notice) of any (i) Material Contract or (ii) any other Contract, would constitute a default under, result except in the acceleration case of clause (ii) where violation, breach, conflict, default, acceleration, termination or create in any party the right failure to accelerategive notice would not, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsaggregate, have a Material Adverse Effect. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration declaration, registration or filing with, or notice to, any Governmental Authority is required by or with respect to any BV Seller or Carlisle BV in connection with the execution execution, delivery and delivery performance of this Agreement or any of and the Ancillary Agreements other Transaction Documents to which BV Seller is a party and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act or any other Antitrust Law and as set forth in Section 3.04 of the Disclosure Schedule and such consents, approvals, Permits, Governmental Orders, declarations, registrations, filings or notices the failure of which to be obtained or made would not, individually or in the aggregate, be material to the Transportation Products Business on a consolidated basis.

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

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

No Conflicts; Consents. The Except as set forth on Schedule 3.06 hereof, the execution, delivery and performance by the Sellers and the Company of this Agreement and the Ancillary Agreements other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiaryCompany or Cana Pharmaceuticals; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Sellers or the Transferred AssetsCompany or Cana Pharmaceuticals; (c) except as set forth in Schedule 4.03, does not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Sellers or the Purchased Subsidiary is Company or Cana Pharmaceuticals are a party or by which such Seller, the Purchased Subsidiary Sellers or the Business is Company or Cana Pharmaceuticals are bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Transferred AssetsCompany or Cana Pharmaceuticals. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Sellers or the Company or Cana Pharmaceuticals in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except with respect to any Buyer’s filings with the Securities and Exchange Commission (“SEC”).

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

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03Section 3.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business Seller is bound or to which any of the Transferred Assets its respective properties and assets are subject (including any Transferred Contract)subject; or (d) result in the creation or imposition of any material Encumbrance other on any properties or assets of the Seller. Other than Permitted Encumbrances on the Transferred Assets. Except Transaction License and associated reports required to be filed by Buyer as set forth in Schedule 4.03the licensee, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for compliance with the Transaction License. As used herein, “Disclosure Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebythereby (including assignment of the Assigned Contracts, Leased Real Property, and Intellectual Property Assets), do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiary; Seller, (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; , (c) except as set forth in Schedule 4.03Section 4.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Contract); Assigned Contract or agreement related to Leased Real Property or Intellectual Property Assets) or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and therebythereby (except for Permits set forth in Section 4.3 of the Disclosure Schedules required for continued operation of the Business in the Ordinary Course of Business immediately after Closing).

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the certificate articles of incorporation or bylaws by-laws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryBusiness, the Business Purchased Subsidiaries or the Transferred Purchased Assets; (c) except as set forth in on Schedule 4.034.2(a), require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a default under (or an event that, that with or without notice or lapse of time or both, both would constitute become a default breach or default) under, or materially impair the rights of the Business, the Purchased Subsidiaries or the Purchased Assets under, or materially alter the rights or obligations of any third party under, or result in the in, or give to others any rights of termination (including loss of benefit), modification, amendment, suspension, revocation or acceleration of or create in any party the right to accelerateof, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Critical Customer Contract); or (d) result in the creation or imposition of any material an Encumbrance other than Permitted Encumbrances on the Transferred AssetsPurchased Assets or the Purchased Subsidiaries. Except as set forth in Schedule 4.03, no No material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act, consents under Contracts to which a Governmental Authority is a counterparty or as set forth on Schedule 4.2(b).

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

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers the Buyer of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (ai) result in a violation or breach of any provision of the certificate of incorporation incorporation, bylaws or bylaws of Sellers or the equivalent organizational documents of the Purchased Subsidiary; Buyer, (bii) result in a material violation or breach of any provision of any Order or Law to which the Buyer is subject or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (ciii) except as set forth in Schedule 4.03, require the consent, consent of or notice or other action by to any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of any contract or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit other agreement to which a Seller or the Purchased Subsidiary Buyer is a party or by which such Sellerthe Buyer is bound, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result except, in the creation cases of clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration or imposition of any material Encumbrance other than Permitted Encumbrances on failure to obtain consent or give notice would not, individually or in the Transferred Assets. aggregate, materially impair or impede the Buyer’s right or ability to perform its obligations and consummate the transactions contemplated hereby. (b) Except as set forth in Schedule 4.03on Section 3.3(b) of the Disclosure Schedules, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Entity is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain a consent, approval, Permit, Order, declaration or filing or give notice would not, individually or in the aggregate, materially impair or impede the Buyer’s right or ability to perform its obligations and consummate the transactions contemplated hereby.

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

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

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

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

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not: not and will not (with or without due notice or lapse of time or both): (a) result in a violation or breach of any provision of the certificate articles of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiaryany Lawn and Garden Entity; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryLawn and Garden Entity, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or violation, breach of, constitute a default under or an event thattermination (or right of termination), with or without notice or lapse of time or both, would constitute a default under, result in the creation or acceleration of or create in any party the right to accelerate, terminateobligations under, modify or cancel change the rights of any Material Contract that constitutes a Transferred Contract or a material Permit applicable to which a Seller any Lawn and Garden Entity, the Business or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract)Assets; or (d) result in in, or require, the creation or imposition of of, any material Encumbrance (other than Permitted Encumbrances Encumbrances) upon or with respect to any of the Purchased Assets; except in the cases of clause (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material and adverse effect on any Acquired Subsidiary, the Transferred Business or the Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Lawn and Garden Entity in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and as set forth in Section 4.04 of the Disclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by Sellers the Company and the Seller Parties of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Governing Documents of incorporation or bylaws of Sellers the Seller Parties or the organizational documents Company, including without limitation the trust agreements of the Purchased SubsidiarySellers; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Seller Parties or the Transferred AssetsCompany; (c) except as set forth in Schedule 4.03Section 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any Material Contract that constitutes a Transferred Contract or a material Permit to which a any Seller Party or the Purchased Subsidiary Company is a party party, or by which such Seller, the Purchased Subsidiary any Seller Party or the Business Company is bound bound, or to which any of their respective properties and assets or the Transferred Assets Interests are subject (including any Transferred Material Contract), or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any of the Transferred AssetsInterests or any properties or assets of the Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party or the Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery delivery, and performance by Sellers Seller of this Agreement and the Ancillary Agreements documents to which it is a partybe delivered hereunder, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision in the organizational and governing documents of Seller; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation any Order or bylaws of Sellers Law applicable to Seller or the organizational documents any of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Acquired Assets; (c) except as set forth in on Schedule 4.034.3, require the consent, notice notice, approval, Permit, waiver, authorization, or other action by by, to, or from any Person under, conflict with, result in a material violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify modify, or cancel any Material Contract that constitutes a Transferred obligation or loss of any material benefit under any Contract or a material Permit other instrument to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Acquired Assets are subject (including any Transferred Contract)subject; or (d) result in the creation or imposition of any material Encumbrance on the Acquired Assets other than Permitted Encumbrances on the Transferred AssetsEncumbrances. Except as set forth in on Schedule 4.034.3, no material consent, notice, approval, Permit, Governmental Order, declaration or filing withwaiver, or notice to, authorization is required to be obtained by Seller from any Person or Governmental Authority is required by or with respect to any Seller in connection with the execution execution, delivery, and delivery performance by Seller of this Agreement or any of and the Ancillary Agreements documents hereunder and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. The execution(a) Except as set forth on Section 3.3(a) of the Shareholders’ Disclosure Schedule, the execution and delivery by each Shareholder and performance by Sellers Holdco of this Agreement and the Ancillary Agreements to which it is a partyparty does not, the performance by each Shareholder and Holdco of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, do not: thereby (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event thateach case, with or without the giving of notice or lapse of time or both) will not, would constitute a default underdirectly or indirectly, (i) violate or conflict with or result in the acceleration breach of the provisions of any of the Organizational Documents of such Shareholder or create Holdco, (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating or accelerating any additional rights (including rights of payment, amendment, impairment, modification, suspension, revocation, acceleration, termination, or cancellation), impose additional obligations or result in a loss of any party rights, or require a consent, waiver or the right to acceleratedelivery of notice, terminateunder any Contract, modify Law or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller such Shareholder or the Purchased Subsidiary Holdco is a party or a beneficiary or by which such Seller, the Purchased Subsidiary Shareholder or Holdco or the Business is bound Shares or to which any of the Transferred Assets are subject (including any Transferred Contract); Interests or such Shareholder’s or Holdco’s assets, as applicable, is subject, or (diii) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Liens, subscriptions, options, warrants, calls, proxies, commitments or Contracts of any kind upon any of the Shares or the Transferred Assets. Interests. (b) Except as set forth in Schedule 4.03on Section 3.3(b) of the Shareholders’ Disclosure Schedule, no material consentauthorization, approvalapproval or other action by, Permit, Governmental Order, declaration no notice to or filing with, and no Permit or notice toOrder of, any Governmental Authority Person is required by such Shareholder or with respect to any Seller Holdco in connection with the execution and delivery delivery, of this Agreement or any and the Ancillary Agreements, the performance of the Ancillary Agreements obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement by the Company and the Ancillary Agreements to which it is a partyWexford Equities, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers Company Articles or the Operating Agreement or organizational or governance documents of any of the Purchased SubsidiaryRelated Entities or Wexford Equities; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Company or the Transferred AssetsRelated Entities or Wexford Equities; or (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract, Company Lease or any Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Wexford Equities is a party or by which such Sellerparty, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result except in the creation cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsfailure to give notice would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Wexford Equities or the Company or the Related Entities in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, except as set forth in Section 4.03 of the Disclosure Schedules and therebysuch consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No dissenters’, appraisal or similar rights are available with respect to the Merger, the Related Entity Transfers or the other transactions contemplated by this Agreement.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation any Privacy and Security Requirement or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. The execution(a) Except as set forth on Section 3.3(a) of the Non-Oak Sellers Disclosure Schedule, the execution and delivery and performance by Sellers such Non-Oak Seller of this Agreement and the Ancillary Agreements to which it is a partyparty does not, and the performance by such Non-Oak Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, do not: Contemplated Transactions (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event thateach case, with or without the giving of notice or lapse of time or both) will not, would constitute directly or indirectly, (i) if such Non-Oak Seller is a default underlegal entity, violate or conflict with or result in the acceleration breach of the provisions of any of the Organizational Documents of such Non-Oak Seller, (ii) violate, breach, conflict with or create constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, modification, suspension, revocation, acceleration, termination, or cancellation), impose additional obligations or result in a loss of any party rights, or require a consent or the right to acceleratedelivery of notice, terminateunder any Contract, modify Law or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a such Non-Oak Seller or the Purchased Subsidiary is a party or a beneficiary or by which such SellerNon-Oak Seller or its Units is subject, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (diii) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on Liens upon any of its Units. There is no Action pending or, to the Transferred Assets. knowledge of such Non-Oak Seller after reasonable inquiry, threatened against or affecting its Units. (b) Except as set forth in on Section 3.3(b) of the Non-Oak Sellers Disclosure Schedule 4.03and except as provided under the HSR Act, no material Permit, Order, consent, approvalapproval or notice of, Permit, Governmental Order, declaration or filing with, or notice to, to any Governmental Authority Person is required by or with respect to any such Non-Oak Seller in connection with the execution and delivery of this Agreement or any and the Ancillary Agreements, the performance of the Ancillary Agreements obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebyContemplated Transactions.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate articles of incorporation organization, operating agreement or bylaws of Sellers or the other organizational documents of Seller or cause the Purchased Subsidiarytrigger of any rights of first refusal; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit (i) to which a Seller or the Purchased Subsidiary is a party or party, (ii) by which such Seller, the Purchased Subsidiary Seller or the Business is bound or (iii) to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract)) to the extent such Contract or Permit constitutes any of the Purchased Assets or would otherwise affect the transfer of the Purchased Assets; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets, except in the case of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The Except as set forth on Exhibit H, the execution, delivery and performance by Sellers Seller and each Acquired Company of this Agreement and the Ancillary Agreements to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of Seller or the Acquired Companies; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation any law or bylaws of Sellers governmental order applicable to Seller or the organizational documents Acquired Companies (subject to the second sentence of the Purchased SubsidiarySection 10(a)(vi) below; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a the Acquired Companies or Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Acquired Companies or the Business Seller is bound or to which any of their respective properties and assets are subject. Notwithstanding anything to the Transferred Assets are subject (including any Transferred Contract); or (d) result contrary contained herein, in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on event the Transferred Assets. Except as consent set forth in Schedule 4.03Exhibit H is not obtained on or before October 28, no material consent2020, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect Buyer shall have the right to any Seller in connection with the execution and delivery of terminate this Agreement or any and shall also be entitled to the reimbursement of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyPursuit Costs.

No Conflicts; Consents. The execution, delivery and performance by Sellers P3K of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Organizational Documents of incorporation P3K or bylaws of Sellers or the organizational documents of the Purchased Subsidiaryany Acquired Company; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to P3K or any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsAcquired Company; (c) except as set forth in Schedule 4.03Section 4.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller P3K or the Purchased Subsidiary any Acquired Company is a party or by which such Seller, the Purchased Subsidiary P3K or the Business any Acquired Company is bound or to which any of the Transferred Assets their respective properties and assets are subject (including any Transferred Material Contract)) or any Permit affecting the Software Platform or the properties, assets or business of any Acquired Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred AssetsSoftware Platform or any properties or assets of any Acquired Company. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller P3K or a Company in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation formation, partnership agreement, or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryBusiness, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 3.3 of the Disclosure Schedules, require the consent, notice notice, or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. The (a) Subject to receipt of the Consents and Permits and the making of the declarations, filings and notices, referred to in Section 4.2(b), neither the execution, delivery and or performance by Sellers the Buyer Parties of this Agreement and the Ancillary Agreements to which it is a partyAgreement, and nor the consummation of the transactions contemplated hereby and therebyhereby, do not: will: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (bi) result in a material violation or material breach of of, or material default under, any provision of the Organizational Documents of the Buyer Parties; or (ii) result in a violation of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsBuyer Parties; or (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, (A) result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would (B) constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify terminate or cancel or (D) require the Consent of any Material other Person under, any material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Buyer is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets properties or assets of the Buyer Parties are subject (including any Transferred Contract)subject; or (d) result except in the creation case of clauses (ii) and (iii) where such conflict, violation, breach, event of default or imposition of any other result described in such clauses would not reasonably be expected to have a Buyer Material Adverse Effect. (b) No material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approvalConsent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Body is required by or with respect to any Seller Buyer in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements and or the consummation of the transactions contemplated hereby and thereby, except for (i) compliance with and filings under the Securities Act, Exchange Act, state securities laws or “blue sky” laws, the HSR Act and all applicable Antitrust Laws and Foreign Investment Laws set forth in Section 3.2(a)(iii) of the Seller Disclosure Schedules and (ii) such Consents, Permits, declarations, filings or notices the failure of which to make or obtain would not reasonably be expected to have a Buyer Material Adverse Effect.

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Seller of this Agreement and the each Seller Ancillary Agreements to which it is a party, Agreement does not and the consummation of the transactions contemplated hereby and thereby, do will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of incorporation, by-laws or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of the certificate of incorporation foreign, federal, state, local or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law other Laws or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in on Schedule 4.033.3, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business Seller is bound or to which the Business or any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any of the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, waiver, approval, authorization, Permit, Governmental Order, declaration or declaration, filing with, with or notice to, any Governmental Authority is required to be obtained by or with respect to any Seller in connection with the execution execution, delivery and delivery performance of this Agreement or any of the and each Seller Ancillary Agreements Agreement and the consummation of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Seller Principal of this Agreement and each Seller Ancillary Agreement to which Seller Principal is a party does not and will not: (i) conflict with or result in a violation or breach of any foreign, federal, state, local or other Laws or Governmental Order applicable to Seller Principal; (ii) except as set forth on Schedule 3.3, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Seller Principal is a party or by which Seller Principal is bound or to which any of Seller Principal’s properties or assets are subject; or (iii) result in the creation or imposition of any Encumbrance on any of the Purchased Assets. No consent, waiver, approval, authorization, Permit, Governmental Oder, declaration, filing with or notice to, any Governmental Authority is required to be obtained by or with respect to Seller Principal in connection with the execution, delivery and performance of this Agreement and each Seller Ancillary Agreement to which Seller Principal is party and the consummation of the transactions contemplated hereby and thereby.

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

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

No Conflicts; Consents. (a) The execution, delivery and performance by Sellers Aegis of this Agreement and the Ancillary Agreements Transaction Documents to which it is a partyParty, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (ai) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of Aegis; (ii) conflict with or result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order governmental order applicable to any Seller, the Purchased Subsidiary, the Business Aegis or the Transferred Assetsits properties; (ciii) except as set forth in Schedule 4.03Section 3.02(a) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration or mandatory prepayment of or create in any party Party the right to accelerate, terminate, prepay, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Aegis is a party Party or by which such Seller, the Purchased Subsidiary or the Business Aegis is bound or to which any of the Transferred Assets its properties and assets are subject (including any Transferred Contract)Maintenance Agreement) or any Permit affecting the properties, assets or business of Aegis; or (div) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances Lien on the Transferred Assetsany properties or assets of Aegis. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Ordergovernmental order, declaration or filing with, or notice to, any Governmental Authority Entity is required by or with respect to any Seller Aegis in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Transaction Documents and the consummation of the transactions contemplated hereby and thereby. (b) Section 3.02(b) of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to the Maintenance Agreements in connection with the transactions contemplated by this Agreement, or for any such Maintenance Agreement to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, Tecogen under the Maintenance Agreements from and after the Closing.

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

No Conflicts; Consents. Seller is not in violation or default (i) of any provision of its the certificate of formation, operating agreement or other organizational documents, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, mortgage contract or purchase order to which it is a party or by which it is bound. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation formation, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) to the best of Seller’s Knowledge, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby. Except as set forth on Schedule 4.03 of the Disclosure Schedules, there are no notices, authorizations, consents, licenses, permits, waivers, assignments and other approvals and actions that are necessary in connection with the execution and delivery by Seller of this Agreement and the Ancillary Documents and consummation by Seller of the transactions contemplated hereby and thereby, under any Law or Contract to which Seller is a party or to which the Purchased Assets are subject (collectively, “Consents”). No authorization, consent, registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required by or with respect to the Seller in connection with the execution and delivery by Seller of this Agreement and the Ancillary Documents or the consummation by Seller of the transactions contemplated hereby and thereby, except for such filings, authorizations, registrations, consents, declarations, filings or notice which, in the aggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. result in a violation or breach of any provision of the certificate of incorporation or bylaws by-laws of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) result in a material violation or breach of any provision of any material Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; or (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no No material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as set forth in Section 4.03 of the Disclosure Schedules.

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

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

No Conflicts; Consents. The execution, Neither the execution and delivery and performance by Sellers Parent or the Operating Partnership of this Agreement and the Ancillary Agreements Documents to which it Parent and/or the Operating Partnership is or will be a party, nor the performance and consummation by Parent and/or the consummation Operating Partnership of the transactions contemplated hereby and thereby, do not: does or will: (a) result in a violation conflict with or breach of violate any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; any Parent Party; (b) result except as described in a material violation or breach Section 6.03(b) of the Parent Disclosure Schedules, require on the part of any provision of Parent Party any Law registrations, filings or notices with or to, or any consent or approval of, any third party, including any Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; Filings. (c) except as set forth assuming the filings, notices, consents or approvals with or by third parties described in Schedule 4.03, require Section 6.03(b) of the consent, notice or other action by any Person underParent Disclosure Schedules are made and obtained, conflict with, result in a violation or breach of, constitute a default under or an event that, (with or without due notice or lapse of time or both, would constitute ) a default under, result in the acceleration of or obligations under, create in any party the right to accelerateterminate or modify, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance Lien (other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing withLiens) on, or notice toforfeiture of, or require any notice, consent or waiver under, any Contract that is material to the Parent or the Operating Partnership, except for any conflict, breach, default, acceleration, right to terminate or modify, Lien or forfeiture that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; or (d) assuming the filings, notices, consents or approvals with or by Governmental Authority is required by Authorities described in Section 6.03(b) of the Parent Disclosure Schedules are made and obtained, result in the material violation of any Law or with respect Governmental Order applicable to any Seller in connection with Parent or the execution and delivery of this Agreement Operating Partnership, their businesses or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebytheir properties or assets.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller and Parent of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller or Parent; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased SubsidiaryParent, the Commercial Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Parent is a party or by which such Seller, the Purchased Subsidiary Seller or the Business Parent is bound or to which the Commercial Business or any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by 9 DM3\7875356.18 or with respect to any Seller or Parent in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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