Common use of No Conflicts; Consents Clause in Contracts

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

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

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

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

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

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

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

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

No Conflicts; Consents. (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 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 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 Project or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, Section 4.03 of the Disclosure Schedules require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit relating to the Project to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business Project 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 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 is a party, and and, following Seller Stockholder Approval, 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 The failure to provide any notice or to obtain any consent or other action by any Person required by any Contract or Permit set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, no material other than those set forth in in Section 7.02(d) of the Disclosure Schedules, will not result in a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to 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 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 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 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 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. (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. (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 each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Organizational Documents of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiarysuch Seller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any either Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a either Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary either Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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. 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, or constitute a default under, in each case, with or without notice or lapse of time or both, any provision of the certificate Organizational Documents of incorporation Seller or bylaws of Sellers or the organizational documents any member of the Purchased SubsidiaryCompany Group; (b) result in a material violation or breach of, or constitute a default under, in each case, with or without notice or lapse of any provision of time or both, any Law or Governmental Order applicable to Seller or any Seller, member of the Purchased Subsidiary, the Business Company Group; or the Transferred Assets; (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 under, result in the acceleration of, result in the payment of any additional amount, result in the loss of a benefit or an event thatrights under, or result in the creation of any Encumbrance upon any properties or assets of any member of the Company Group or the Business, in each case, with or without notice or lapse of time or both, would constitute a default underpursuant to any Material Contract, result except in the acceleration cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration, payment, loss of benefit or create in any party right, Encumbrance or failure to give notice would not reasonably be expected to be material to the right to accelerateCompany Group and the Business, terminate, modify or cancel any Material Contract that constitutes taken as 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 Assetswhole. 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 Seller or any Seller member of the Company Group in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such filings under the HSR Act and as set forth in Section 3.05 of the Disclosure Schedules.

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: (ai) 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: (ii) 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; (ciii) 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 (div) 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 on Schedule 4.033.3, no material consent, waiver, approval, authorization, Permit, Governmental OrderOder, 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 Parent of this Agreement and each Seller Ancillary Agreement to which Seller Parent is a party does not and will not: (i) 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 Parent: (ii) conflict with or result in a violation or breach of any foreign, federal, state, local or other Laws or Governmental Order applicable to Seller Parent; (iii) 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 Parent is a party or by which Seller Parent is bound or to which any of Seller Parent’s properties or assets are subject; or (iv) result in the creation or imposition of any Encumbrance on any of the Purchased Assets. Except as set forth on Schedule 3.3, 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 Parent in connection with the execution, delivery and performance of this Agreement and each Seller Ancillary Agreement to which Seller Parent is party and the consummation of the transactions contemplated hereby and thereby. (c) 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. Except as set forth on Schedule 3.3, 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 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 operating agreement, certificate of incorporation formation, certificate of 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 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller Seller, or to the Purchased Subsidiary Knowledge of Seller, any member of the Company Group, is a party or by which such Seller, or to the Purchased Subsidiary or Knowledge of Seller, any member of the Business Company Group, is bound or to which any of the Transferred Assets its properties and assets are subject (including any Transferred Material Contract); ) or, to the Knowledge of Seller, any Permit affecting the properties, assets or business of the Company or any member of the Company Group, or (d) to the Knowledge of Seller, result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of any member of the Transferred AssetsCompany Group. 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 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), 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 Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03on Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred 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 (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. 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. (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 Seller and the Principal Stockholders of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, except as set forth in Section 4.04 of the Disclosure Schedules: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate of incorporation incorporation, bylaws, or bylaws other organizational document of Sellers or the organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, Seller or the Purchased SubsidiaryStockholders, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would could constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary Stockholders is a party or by which such Seller, Seller or the Purchased Subsidiary Stockholders or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Stockholders in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements 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 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. (i) The executionexecution and delivery of, delivery compliance with and performance by Sellers the Stockholder of this Agreement do not and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not: will not (aA) result in a violation conflict with or breach of violate any provision of the certificate of incorporation formation or bylaws of Sellers operating agreement or the similar organizational documents of the Purchased Subsidiary; such Stockholder, (bB) result in a material violation conflict with or breach of violate any provision of any Law or Governmental Order Laws applicable to any Sellersuch Stockholder, the Purchased Subsidiary, the Business or the Transferred Assets; (cC) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, constitute a default under (or an event thatwhich, with or without notice or lapse of time time, or both, would constitute a default default) under, result in the acceleration give rise to a right of termination under, 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 Lien, other than any Permitted Encumbrances on Liens, upon any of the Transferred Assets. properties or assets of such Stockholder under, any Contract to which such Stockholder is a party, or by which they or any of their properties or assets are bound or affected, except in the case of clauses (B) and (C) above, any such violation, breach, conflict, default, termination, acceleration, cancellation or loss that would not restrict, prohibit, impede or materially delay the performance by such Stockholder of its obligations under this Agreement. (ii) Except as set forth in Schedule 4.03required by the rules and regulations promulgated under the Exchange Act, the Securities Act, applicable state securities, takeover and “blue sky” laws, or the ASX Listing Rules, no material authorization, consent, approval, Permit, Governmental Order, license, Permit or approval of, or registration, declaration notice or filing with, or notice to, any Governmental Authority Entity or any other Person, is required by or with respect to any Seller necessary in connection with the execution and delivery of this Agreement or any the consummation by the Stockholder of the Ancillary Agreements and transactions contemplated hereby, except as would not, individually or in the aggregate, reasonably be expected to restrict, prohibit, impede or materially delay the consummation of the transactions contemplated hereby and therebyMerger or the performance by such Stockholder of its obligations under this Agreement.

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

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

No Conflicts; Consents. The Except as set forth in Section 4.03 of the Disclosure Schedules, the execution, delivery and performance by Sellers each 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 incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased Subsidiaryany Seller Party; (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 Party, 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 any Seller or the Purchased Subsidiary Party is a party or by which such Seller, the Purchased Subsidiary any Seller Party 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 Seller Party in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

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

No Conflicts; Consents. The execution, delivery and performance by Sellers SLG and Co-op of this Agreement and the Ancillary Agreements Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of of, or default under, any provision of the certificate Organizational Documents of incorporation SLG or bylaws of Sellers or the organizational documents of the Purchased SubsidiaryCo-op; (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 SLG or the Transferred AssetsCo-op; (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 SLG or the Purchased Subsidiary Co-op is a party or by which such Seller, the Purchased Subsidiary SLG or the Business Co-op is bound or to which any of the Transferred Assets their respective properties and assets are subject (including or any Transferred Contract)Permit affecting the properties, assets or business of SLG; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsany properties or assets of SLG. 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 is required by or with respect to any Seller SLG or Co-op in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements Documents to which SLG or Co-op is or will be a party 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 or will be 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 partnership agreement of incorporation Seller or bylaws any other equivalent organizational document of Sellers or the organizational documents of the Purchased Subsidiaryany Affiliate Transferor, as applicable; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to Seller (or any SellerAffiliate Transferor, the Purchased Subsidiaryas applicable, the Business or the Transferred Purchased Assets; or (c) except as set forth in Schedule 4.03, on Section 4.03(c) of the Seller 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, or result in the acceleration of or loss of rights under or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Business Permit to which a Seller or the Purchased Subsidiary any Affiliate Transferor, as applicable, is a party or by which such SellerSeller or any Affiliate Transferor, the Purchased Subsidiary as applicable, 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 on the Purchased Assets other than a Permitted Encumbrances on Encumbrance; except in the Transferred Assetscases of clauses (b) or (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 or registration with, or notice to, any Governmental Authority is required by or with respect to Seller or any Seller Affiliate Transferor, as applicable, 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 Seller Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect. . Attached as Section 4.04 of the Seller Disclosure Schedules are (a) audited financial statements for Seller as of December 31, 2017 and December 31, 2018 and for the years then ended (the “Audited Financial Statements”) and (b) unaudited financial statements for Seller consisting of a statement of funds employed as of August 31, 2019 and a statement of income for the nine (9) month period ended September 30, 2019 (the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Business Financial Statements”). The Business Financial Statements (x) are derived from and in accordance in all material respects with the Books and Records and (y) were prepared (1) in the case of the Audited Financial Statements, in accordance with GAAP, consistently applied, and present fairly, in all material respects, or (2) in the case of the Interim Financial Statements, were prepared in the ordinary course of business for the information of the partners of Seller and present fairly, in accordance with historical reporting practice, the financial condition and results of the operations of the Business taken as a whole, in each case as of their respective dates and for the respective periods covered thereby.

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

No Conflicts; Consents. The execution, delivery and performance by Sellers 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. (a) Assuming the Purchaser Required Consents are filed and, if applicable, obtained prior to the Closing, the execution and delivery by the Purchaser of this Agreement does not, the execution and delivery by the Purchaser of the other Purchaser Documents will not, and the consummation of the transactions contemplated hereby and thereby will not: (i) violate or conflict with the Organizational Documents of the Purchaser; (ii) with or without the giving of notice or the lapse of time, constitute a material breach of or result in a material default under, or result in any other party thereto having a right of termination, cancellation or acceleration under, any material Contract to which the Purchaser is a party or by which any of the Purchaser’s properties and other assets are bound; or (iii) result, in any material respect, in a violation of any Law applicable to the Purchaser. (b) Except as set forth in Section 4.2(b) of the Purchaser Disclosure Schedule (the notices and consents set forth therein, collectively the “Purchaser Required Consents”), and filings and notifications to the SEC, The New York Stock Exchange or the Purchaser’s transfer agent incidental to the Purchaser’s status as a public company with shares listed on The New York Stock Exchange, no consent, approval, waiver, Order, license or authorization of, or registration, application, qualification, designation, declaration, filing or notification with or to, any Governmental Authority or any other Person is required to be obtained or made by the Purchaser in connection the execution, delivery and performance by Sellers the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyother Purchaser Documents, the performance by the Purchaser under this Agreement and each other Purchaser Document, and the consummation of the transactions contemplated hereby and thereby, do not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assets. Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents. The execution, delivery and performance by Sellers each Seller of this Agreement Agreement, the Restructuring Documents 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 Organizational Documents of incorporation any Seller, the Company or bylaws of Sellers or the organizational documents of the Purchased either Subsidiary; (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 Company or either Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03Section 3.05 of the Disclosure Schedules, require the consentconsent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller any Seller, the Company or the Purchased either Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business any of them 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 Company or either Subsidiary; or (d) result in the creation or imposition of any material Encumbrance Lien other than Permitted Encumbrances Liens on any properties or assets of the Transferred AssetsCompany or either Subsidiary. 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 Seller, the Company or either Subsidiary in connection with the execution and delivery of this Agreement or any of and the Ancillary Agreements other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by Sellers Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it 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 execution, delivery and performance by Sellers Buyer 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 of incorporation or bylaws by-laws of Sellers or the organizational documents of the Purchased SubsidiaryBuyer; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business Buyer; or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, under or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes agreement to which Buyer is a Transferred Contract party, 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 Permit adverse effect on Buyer’s ability to which a Seller or consummate the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetstransactions contemplated hereby. Except as set forth in Schedule 4.03, no material No consent, approval, material Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Buyer in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, except for such filings as may be required under the HSR Act or the Securities Exchange Act of 1934, as amended (including the rules and therebyregulations promulgated thereunder) 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 transactions contemplated hereby.

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. (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 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 Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 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)9 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. 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 delivery, and performance by Sellers Invacare 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 incorporation, bylaws or bylaws of Sellers or the organizational other equivalent governing documents of the Purchased SubsidiaryInvacare; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any SellerInvacare, the Purchased Subsidiary, the Respiratory Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.034.03(c), (i) conflict with nor result in any breach or contravention of any agreement, lease or instrument to which Invacare is a party or by which it or the Purchased Assets are bound, (ii) permit the acceleration of the maturity of the Assumed Liabilities, (iii) result in the creation of any Encumbrance affecting any of the Purchased Assets, or (iv) 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)Person; or (d) result in the creation or imposition violate any judgment of any material Encumbrance other than Permitted Encumbrances on court or Governmental Authority to which Invacare, the Transferred AssetsRespiratory Business or the Purchased Assets are subject. 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 Invacare in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements other Transaction Document and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain such consents, approvals, Permits, Governmental Orders, declarations, filings or notices, 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 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 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 Encumbrance, other than Permitted Encumbrances 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, execution and delivery and performance by Sellers the Seller of this Agreement do not, the execution and the delivery by each Transferor of each Ancillary Agreements Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do thereby and compliance by the Transferors with the terms hereof and thereof will not: (a) result in a violation or breach of any provision of the certificate of incorporation or bylaws of Sellers or the organizational documents of the Purchased Subsidiary; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Assets; (c) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, or result in a any violation or breach of, constitute a or default under or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the acceleration creation of any Lien upon any of the assets or create in properties of the Transferors or the Business under, any party provision of (a) the right to acceleratecertificate of incorporation or formation, terminateby-laws or other organizational documents of the Transferors or any Transferred Entity, modify (b) any material written contract, lease, sublease, license, indenture, bond, debenture, note, mortgage, guarantee, instrument, agreement, deed of trust, conditional sales contract or cancel any Material Contract that constitutes other legally binding arrangement, together with modifications and amendments thereto (each, a Transferred Contract or a material Permit “Contract”), to which a Seller any Transferor or the Purchased Subsidiary any Transferred Entity is a party or by which such Sellerany of the Transferor’s or the Business’s assets or properties is bound or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, the Purchased Subsidiary any material judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation or decree (each, a “Judgment”) or material statute, law (including common law), ordinance, code, rule or regulation of a Governmental Entity (each, a “Law”) applicable to any Transferor or the Business is bound or to which any of the Transferred Assets are subject (including any Transferred Contract); their assets or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Assetsproperties. Except as set forth in Schedule 4.03, no material No consent, approval, Permitlicense, Governmental Orderpermit, order or authorization (each, a “Consent”) of, or registration, declaration or filing with, any national, state, county, local, municipal or notice toother government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality (each, a “Governmental Authority Entity”) is required to be obtained or made by or with respect to any Seller Transferor in connection with the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements and Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby., other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and compliance with and filings and approvals under applicable foreign merger control or competition Laws (the “Foreign Merger Control Laws”), (B) consents and approvals required for the assignment or novation of, or pursuant to “change in control” provisions in, governmental contracts, (C) compliance with and filings under the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130 (“ITAR”), (D) compliance with and filings and notifications under applicable Environmental Laws, including Sections 22a-134 through 22a-134(e) of the Connecticut General Statutes, commonly referred to as the Connecticut Property Transfer Law (the “CPTL”), (E) compliance with and filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (F) compliance with and filings or notices required by the rules and regulations of the New York Stock Exchange (the “NYSE”) and (G) those that may be required solely by reason of the Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements. Table of Contents

No Conflicts; Consents. The (a) Subject to receipt of the Consents and Permits, and making of the declarations, filing and notices, referred to in Section 4.2(b), none of the execution, delivery and or performance by Sellers Buyer of this Agreement and the or any Ancillary Agreements to which it is will be a party, and nor the consummation of the transactions contemplated hereby and therebythereby (including the Pre-Closing Transactions), 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 Buyer; (ii) result in a material violation of, or give any Governmental Body the right to challenge any of the transactions contemplated hereby under, any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred AssetsBuyer; or (ciii) except as set forth in Schedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a material violation or material breach of, constitute a default under or an event that, with or without notice or lapse require the Consent of time or both, would constitute a default any other Person 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 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 Buyer are subject subject. (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 4.03, no material consent, approvalNo Consent, 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 the Ancillary Agreements and or the consummation of the transactions contemplated hereby and therebythereby (including the Pre-Closing Transactions), except for (i) compliance with and filings under the HSR Act and Consents required pursuant to any other Antitrust Laws 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. 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 of, or default under, any provision of the certificate articles of incorporation organization, operating agreement or bylaws of Sellers or the other organizational documents of the Purchased 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, in all cases, as 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 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 of incorporation incorporation, by-laws or bylaws of Sellers or the other organizational documents of the Purchased SubsidiarySeller; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Purchased Subsidiary, the Business or the Transferred Purchased Assets; (c) except as set forth in Schedule 4.03Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Purchased Subsidiary is a party or by which such Seller, the Purchased Subsidiary Seller or the Business is bound or to which any of the Transferred Purchased Assets are subject (including any Transferred Assigned Contract); or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on the Transferred Purchased Assets. Except as set forth in Schedule 4.03, no material No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.

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

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

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

No Conflicts; Consents. The 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. (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 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 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 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. 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. (a) The execution, execution and delivery and performance by Sellers the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyparty do not or will not, when executed and delivered, and the consummation by the Purchaser of the Acquisition and the other transactions contemplated hereby and therebythereby will not, do not: (ai) result in a violation or breach of any provision violate the provisions of the charter, articles or certificate of incorporation or any other organizational document or bylaws of Sellers or the organizational documents other constitutive document of the Purchased Subsidiary; Purchaser, (ii) violate any Contract to which the Purchaser is a party, or (iii) assuming compliance by the Purchaser with the matters referred to in Section 5.3(b), violate any Law of any Governmental Entity applicable to the Purchaser on the date hereof, except in each such case under clause (iii) above where such violation would not have a Purchaser Material Adverse Effect. (b) result in a material violation or breach of any provision of any Law or Governmental No Authorization, 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 Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required to be obtained or made by or with respect to any Seller Purchaser in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements and to which the Purchaser is a party or the consummation of the Acquisition or the other transactions contemplated hereby or thereby, except for such Authorizations, Orders, registrations, declarations, filings and therebynotices (i) as may be required under the HSR Act and the Other Antitrust Laws, or (ii) as set forth in Section 5.3 of the Purchaser Disclosure Schedule.

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

No Conflicts; Consents. The execution, delivery and performance by Sellers 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 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. (a) The executionexecution and delivery of this Agreement by Buyer do not, and the execution and delivery of the Ancillary Agreements to which Buyer is a party and performance the consummation of the transactions contemplated hereby and thereby will not, (i) violate the provisions of any of the Charter Documents of Buyer, (ii) violate any Contract to which Buyer is a party, (iii) to the knowledge of Buyer, violate any Law of any Governmental Entity applicable to Buyer on the date hereof, or (iv) to the knowledge of Buyer, result in the creation of any Liens upon any of the assets owned or used by Sellers Buyer, except in each such case where such violation or Lien would not reasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements. (b) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by Buyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, party and the consummation of the transactions contemplated hereby and thereby, do not: (a) result in a violation or breach except for such Authorizations, Orders, registrations, declarations, filings and notices the failure to obtain which would not reasonably be expected to materially impair the ability 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 Buyer 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 perform its obligations 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 and the Ancillary Agreements and the consummation of the transactions contemplated hereby and therebyto which Buyer is a party.